Form 8-K

8-K — Brookfield Asset Management Ltd.

Accession: 0001104659-26-039217

Filed: 2026-04-02

Period: 2026-04-02

CIK: 0001937926

SIC: 6282 (INVESTMENT ADVICE)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm268291d6_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm268291d6_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm268291d6_ex99-2.htm)

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2026-04-02

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 2, 2026

Brookfield Asset Management Ltd.

(Exact name of registrant as specified in its

charter)

British Columbia, Canada

001-41563

98-1702516

(State or Other Jurisdiction

of Incorporation)

(Commission

File No.)

(IRS Employee

Identification No.)

Brookfield Place

225 Liberty Street, 8th Floor

New York, NY 10281-1048

(Address of Principal Executive Offices)

(212) 417-7000

(Registrant’s telephone number, including

area code)

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Class A Limited Voting Shares

BAM

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events.

Brookfield

Asset Management Ltd.’s (the “Company”) Notice of Annual Meeting of Shareholders and Management Information Circular,

dated March 23, 2026 in connection with the annual meeting of shareholders of the Company to be held on May 7, 2026, is filed

as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Proxy

for Class A Limited Voting Shares of the Company is filed as Exhibit 99.2 to this Current Report on Form 8-K and

is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Notice of Annual Meeting of Shareholders and Management Information Circular

99.2

Proxy for Class A Limited Voting Shares

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 2, 2026

Brookfield Asset Management Ltd.

By:

/s/ Kathy Sarpash

Name:

Kathy Sarpash

Title:

Managing Director, Legal & Regulatory and Corporate Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm268291d6_ex99-1.htm · Sequence: 2

Exhibit 99.1

NOTICE OF ANNUAL AND SPECIAL MEETING OF

SHAREHOLDERS AND AVAILABILITY OF INVESTOR

MATERIALS

An annual and special meeting of shareholders

of Brookfield Asset Management Ltd. (“BAM”) will be held at Brookfield Place, 225 Liberty Street, 10th Floor, New York, NY on

Thursday, May 7, 2026 at 2:30 p.m. (New York time), to:

1. receive the consolidated financial statements of BAM for the fiscal year ended December 31, 2025,

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;

4. consider and, if deemed advisable, pass an advisory resolution on BAM’s approach to executive compensation,

as described in our Management Information Circular dated March 23, 2026 (the “Circular”);

5. consider and, if deemed advisable, pass, with or without variation, an ordinary resolution approving a

new management share option plan for BAM, as more particularly described in the Circular; and

6. consider and, if deemed advisable, pass, with or without variation, an ordinary resolution approving amendments

to BAM’s escrowed stock plan, as more particularly described in 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 join and watch the meeting live via webcast; the link will be made available in advance of the meeting at https://bam.brookfield.com

under “News and Events—Events and Financial Calendar”. You will not be able to vote via the live webcast. 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 10, 2026. 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 2025 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 at https://bam.brookfield.com

under “News and Events—Events and Financial Calendar” and at www.sec.gov/edgar

and www.sedarplus.ca.

Under Notice and Access, if you would like paper

copies of any investor materials, please contact us at 1-866-989-0311 or bam.enquiries@brookfield.com

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 21, 2026. 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 in person and vote in real time. 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.

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.

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 Tuesday, May 5, 2026. You can cast your proxy vote

in the following ways:

· On

the Internet at www.meeting-vote.com;

· Mail

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

· Scan

and send your signed proxy to proxyvote@tmx.com; or

· Call

by telephone at 1-888-489-7352.

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.

By Order of the

Board

“Kathy Sarpash”

Kathy Sarpash

Corporate Secretary

March 23, 2026

LETTER TO SHAREHOLDERS

To our shareholders,

On behalf of your Board of Directors, we are pleased

to invite you to attend the 2026 annual and special meeting of shareholders of Brookfield Asset Management Ltd. (“BAM”). The

meeting will occur at 2:30 p.m. (New York time) on Thursday, May 7, 2026 at Brookfield Place, 225 Liberty Street, 10th Floor,

New York, NY. You can read about the business of the meeting beginning on page 7 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 meeting, can be found in the “Q&A on Voting” section of the Circular.

2025 Highlights1

2025 was another record year for the business.

Firmwide, we delivered all-time highs in earnings, capital raising, deployment and realizations. During the year, we raised $112 billion

of capital across more than 50 funds, highlighting the breadth of our investment platform and the strength of investor demand spanning

strategies and geographies.

Fundraising activity was broad-based across infrastructure,

renewable power and transition, private equity, real estate and credit, and was supported by continued expansion of our relationships

with institutional investors, sovereign wealth funds, insurance channels and private wealth clients globally. Importantly, 90% of fundraising

came from our complementary strategies, underscoring the scale and diversification of our product offering and the increasing importance

of complementary strategies.

We continued to deploy capital at scale, investing

$66 billion throughout our platform during the year. These investments were concentrated in sectors where we see strong long-term demand

and where our operating expertise and global sourcing capabilities provide a competitive advantage.

As a result of our capital raising and deployment

activity, fee-bearing capital grew to $603 billion, representing a 12% increase year-over-year. This growth translated directly into strong

financial results. For the year, fee-related earnings increased by 22% to $3.0 billion and distributable earnings grew by 14% to $2.7

billion. These record results reflect both the scale of our capital base and the diversification of our business across multiple asset

classes and strategies.

Overall, the strong performance reflects the quality

of our global platform, the depth of our investment capabilities, and the long-term partnerships we have built with investors around the

world.

Strategic Initiatives

Throughout 2025, we executed several important

initiatives to expand our platform, deepen our capabilities across key investment strategies and position the firm to capture growing

opportunities throughout the global economy.

This includes our announced acquisition of the

remaining stake in Oaktree, further strengthening our partnership with one of the world’s leading alternative credit managers. Full ownership

upon closing will enable us to better deliver the firm’s capabilities to clients, and enhance collaboration across our investment teams,

product development teams and sales teams.

In addition, Brookfield Wealth Solutions announced

the acquisition of Just Group, a leading provider of retirement income products in the United Kingdom. The transaction is expected to

close in the first half of 2026 and is subject to customary closing conditions including regulatory approvals. Upon closing of the transaction,

BAM will become the investment manager for a significant portion of the Just Group portfolio. We will begin earning investment management

fees through these investment management agreements, with additional fees expected over time as capital is deployed into Brookfield strategies.

We also completed the acquisition of a majority

interest in a specialty mortgage credit manager and a consumer credit solutions business, as well as increased our ownership stake in

other partner managers focused on consumer credit solutions.

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 65 of this Circular.

Taken

together, these initiatives will contribute approximately $200 million of annualized fee-related earnings, adding further scale and diversification

to our earnings base.

Another important initiative during the year was

the continued development of our AI infrastructure program. We are supporting this effort through a $100 billion global program focused

on building the data centers, compute capacity and power generation required to support the rapid adoption of artificial intelligence.

As part of this effort, we launched our artificial intelligence infrastructure fund, targeting $10 billion, which is expected to be the

largest fund of its kind. The fund has already secured $5 billion of commitments, including from strategic limited partners, NVIDIA and

the Kuwait Investment Authority.

We also announced an $80 billion strategic partnership

between Westinghouse and the U.S. government to support the deployment of new nuclear power capacity in the United States. As electricity

demand rises alongside the growth of AI and digital infrastructure, nuclear power will play a critical role in providing reliable, low-carbon

baseload generation.

We continue to actively manage our balance sheet

and capital structure. During the year, we completed three public debt offerings totaling $2.5 billion, strengthening our liquidity position.

These initiatives enhance our platform and position us to continue scaling the business globally in the years ahead.

Current Market Environment

More recently, increased macroeconomic uncertainty

and volatility across the alternative asset management sector have underscored the importance of the resilience and durability of our

earnings base and the strength of our businesses.

Today, virtually all of our distributable earnings

are fee-related—the most stable and predictable form of earnings in our industry. More than 95% of these revenues are generated

from capital we manage on a long-term or perpetual basis, providing exceptional visibility into future earnings. This durability is reinforced

by the breadth of our platform across asset classes, products, clients and geographies. By ensuring that no single business dominates

our earnings base, we benefit from diversification across market environments and can continue to grow through economic cycles while investing

behind sectors experiencing strong structural tailwinds.

Importantly, our investment strategy differs meaningfully

from many other managers. Our focus is and has always been on the real assets and essential service businesses that form the backbone

of the global economy. These assets generate stable cash flows, provide inflation protection and offer downside resilience—characteristics

that continue to attract growing allocations from investors globally.

As a result, we have limited exposure to some

of the areas that have raised concerns within the broader alternatives sector, such as traditional software businesses. Our private equity

and credit portfolios have minimal exposure to software, reflecting our long-standing focus on asset-based investing. And should market

dislocation increase, our Oaktree business—one of the world’s most experienced opportunistic credit investors—is well positioned

to capitalize on the opportunity. With significant available liquidity and the ability to deploy capital quickly and at scale, Oaktree

has historically generated some of its strongest returns during periods of market dislocation.

At the same time, we have deliberately positioned

the firm to benefit from the increasing adoption of artificial intelligence. The build-out of AI infrastructure is emerging as one of

the largest investment cycles in history, driving unprecedented demand for power, data centers and compute infrastructure.

This is not only a significant investment opportunity

but also a major area of client demand. Investors globally are seeking exposure to the infrastructure supporting AI adoption through strategies

like our recently launched AI Infrastructure fund. Given our scale and leadership positions across the sectors in which we invest, and

the connectivity across the broader Brookfield ecosystem spanning infrastructure, energy, private equity, real estate and credit, we are

uniquely positioned to support this next phase of global infrastructure build out.

This combination of resilient earnings, disciplined

investing and exposure to powerful structural growth trends positions us well to continue generating strong growth and attractive returns

for shareholders in the years ahead.

Outlook for 2026

Looking ahead, we expect 2026 to be another record

year for Brookfield. We have strong fundraising momentum, with several key flagship strategies coming to market, including our flagship

infrastructure and private equity funds, both of which we expect will represent the largest vintages we have raised to date. These funds

are supported by continued growth across our complementary strategies, which are expanding our reach to a broader and increasingly diversified

investor base. We are also seeing increasing momentum in the wealth channel, with six private wealth funds now in the market and a growing

presence that is further diversifying our capital base and enhancing fundraising durability.

Together with the continued growth of our fee-bearing

capital base, these drivers reinforce our confidence in the long-term earnings growth of the business. Reflecting these supportive tailwinds

and our strong growth outlook for 2026 and beyond, our Board of Directors approved a 15% increase in our dividend, representing $2.01

per share on an annualized basis.

We remain focused on executing our long-term strategy,

compounding capital for our investors, and continuing to build one of the world’s leading alternative asset management platforms.

Shareholders’ Meeting

Please take time to read our Circular and determine

how you will vote your shares. Your participation in our annual and special meeting of shareholders 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 7th.

Yours truly,

“Bruce Flatt”

Bruce Flatt

Chair of the Board

March 2026

MANAGEMENT INFORMATION CIRCULAR

TABLE OF CONTENTS

PART ONE

VOTING INFORMATION

Who Can Vote

Notice and Access

Q & A on Voting

Principal Holders of Voting Shares

PART TWO

BUSINESS OF THE MEETING

1. Receiving the Consolidated

Financial Statements

2. Election of Directors

Majority Voting Policy

Cumulative Voting for Directors

Voting by Proxy

Director Nominees

Summary of 2026 Nominees for

Director

2025 Director Attendance

2025 Director Voting Results

3. Appointment of External

Auditor

Principal Accounting Firm Fees

4. Advisory Resolution on Approach

to Executive Compensation

5. Approval of 2026 Management

Share Option Plan

6. Amendments to Escrowed Stock

Plan

PART THREE

STATEMENT OF CORPORATE

GOVERNANCE PRACTICES

Governance

Board of Directors

Committees of the Board

Board, Committee and Director

Evaluation

Board and Management Responsibilities

Strategic Planning

Risk Management Oversight

Related Party Transactions

Sustainability

Communication and Disclosure

Policies

Code of Business Conduct and

Ethics

Report of the Audit Committee

Report of the Governance, Nominating

and Compensation Committee

PART FOUR

DIRECTOR COMPENSATION

AND EQUITY OWNERSHIP

Director Compensation

Equity Ownership of Directors

PART FIVE

COMPENSATION DISCUSSION

AND ANALYSIS

Compensation Discussion and

Analysis Overview

Compensation Approach

Overview of the Business in

2025

Governance, Nominating and

Compensation Committee Governance

Key Elements of Compensation

Key Policies and Practices

to Support Alignment

2025 Compensation Decisions

Chief Executive Officer Ownership

Interests in BAM

Compensation of Named Executive

Officers

PART SIX

OTHER INFORMATION

Indebtedness of Directors,

Officers and Employees

Audit Committee

Normal Course Issuer Bid

Cautionary Statement Regarding

the Use of Non-GAAP Measures and Forward-Looking Statements

Availability of Disclosure

Documents

Shareholder Proposals

Other Business

Directors’ Approval

APPENDIX A

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 and special meeting of shareholders of BAM (the “meeting”) referred to in BAM’s Notice of Annual and Special Meeting

of Shareholders and Availability of Investor Materials dated March 23, 2026 (the “Notice”) to be held in-person at Brookfield

Place, 225 Liberty Street, 10th Floor, New York, NY on Thursday, May 7, 2026 at 2:30 p.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

at https://bam.brookfield.com under “News and Events—Events and Financial Calendar”,

on our EDGAR profile at www.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 10, 2026, 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 2025 as reported by Bloomberg L.P. (“Bloomberg”) of C$1.00 = US$0.7159, unless otherwise indicated.

Who Can Vote

As at March 10, 2026, BAM had 1,638,167,514

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 6 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 10, 2026 (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

2026 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; and

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 10, 2026, BN and its subsidiaries

beneficially own approximately 69% 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 7

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 “News and Events—Events

and Financial Calendar”, in addition to posting it on EDGAR at www.sec.gov/edgar and SEDAR+

at www.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 2, 2026 (which includes

management’s discussion and analysis and consolidated financial statements for the fiscal year ended December 31, 2025) (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 or bam.enquiries@brookfield.com, 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 21, 2026 to 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

Class A Shareholders

Class B Shareholders

FOR each Director Nominee

Appointment of the External Auditor and authorizing Directors to set its remuneration

Class A Shareholders

Class B Shareholders

FOR the resolution

Advisory Vote on Executive Compensation

Class A Shareholders

FOR the resolution

Approval of 2026 Management Share Option Plan

Class A Shareholders

Class B Shareholders

FOR the resolution

Amendments to Escrowed Stock Plan

Class A Shareholders

Class B Shareholders

FOR the resolution

2026 MANAGEMENT INFORMATION CIRCULAR/ 2

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 10, 2026 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.

Shareholders who wish to appoint a person other

than the management nominees identified in the form of proxy or voting instruction form must carefully follow the instructions in the

Circular and on their form of proxy or voting instruction form.

Am I a registered shareholder or a non-registered shareholder?

Registered shareholders have a share certificate

or Direct Registration System statement issued in their name or appear as the registered shareholder on the books of BAM.

Non-registered shareholders are beneficial owners

of shares of BAM that are not registered shareholders. In many cases, Class A Shares that are beneficially owned by a non-registered

shareholder are registered either:

a. in the name of an intermediary such as a bank, trust company, securities dealer, broker or other intermediary

(each, an “Intermediary” and collectively, “Intermediaries”) with whom the non-registered shareholder maintains an

account, or a trustee or administrator of self-administered RRSPs, RRIFs, RESPs and similar plans; or

b. in the name of a depository such as CDS Clearing and Depository Services Inc. (“CDS”) or the

Depository Trust Company (“DTC”), of which the Intermediary is a participant.

If you are a non-registered shareholder and your

shares are held in the name of an Intermediary, see “If my shares are not registered in my name but are held in the name of an Intermediary,

how do I vote my shares?” on page 5 of this Circular for voting instructions.

If you are not sure whether you are a registered or non-registered

shareholder, please contact the Transfer Agent.

How do I vote?

Holders of Class A Shares and holders of Class B Shares of

BAM can vote in one of three ways, as follows:

· during

the meeting in person by ballot, or

· by

submitting your voting instructions by proxy in advance of the meeting.

What if I plan to attend the meeting and vote in person?

If you are a registered shareholder or duly appointed

proxyholder and plan to attend the meeting on May 7, 2026 and wish to vote your shares in person at the meeting, please register

with the Transfer Agent when you arrive at the meeting. Your vote will be taken and counted at the meeting.

If your shares are held in the name of an Intermediary

and you plan to attend the meeting and vote in person, see “If my shares are not registered in my name but are held in the name of

an Intermediary, how do I vote my shares?” on page 5 of this Circular for voting instructions.

What if I plan to vote by proxy in advance of the meeting?

If you are a registered shareholder, you can vote

by proxy up to 5:00 p.m. (New York time) on Tuesday, May 5, 2026 (or 48 hours prior to the time of any adjourned meeting), as

follows:

· to vote by internet, accessing www.meeting-vote.com

and following the instructions for electronic voting. You will need your control number;

2026 MANAGEMENT INFORMATION CIRCULAR/ 3

· sign

the form of proxy sent to you and vote or withhold from voting your shares at the meeting and submit your executed proxy via any of the

following options:

i.        by

mail: in the envelope provided or in one addressed to the Transfer Agent2; or

ii.       by

email: scan and send the proxy to proxyvote@tmx.com.

You can appoint the persons named in the form

of proxy or some other person (who need not be a shareholder of BAM) to represent you as proxyholder at the meeting by writing the name

of this person (or company) in the blank space on the form of proxy.

· to vote by telephone, call toll-free at

1-888-489-7352. You will be prompted to provide the control number printed on the form of proxy sent to you. The telephone voting service

is not available on the day of the meeting.

If you are a non-registered shareholder and your

shares are held in the name of an Intermediary, to direct the votes of shares beneficially owned, see “If my shares are not registered

in my name but are held in the name of an Intermediary, how do I vote my shares?” on page 5 of this Circular for voting instructions.

Who is soliciting my proxy?

The proxy is being solicited by management of BAM and the associated

costs will be borne by BAM.

What happens if I sign the proxy sent to me?

Signing the proxy appoints Olivia (Liv) Garfield

or Cyrus Madon, each of whom is a director of BAM, or another person you have appointed, to vote or withhold from voting your shares at

the meeting.

Can I appoint someone other than these directors to vote my shares?

Yes, you may appoint another person or company

other than the BAM directors named on the form of proxy or voting instruction form to be your proxyholder. Write the name of this

person (or company) in the blank space on the form of proxy or voting instruction form. The person you appoint does not need to be a shareholder.

Please make sure that such other person you appoint is attending the meeting and knows he or she has been appointed to vote your shares.

What do I do with my completed form of proxy?

Return it to the Transfer Agent in the envelope

provided to you by mail or scan and send by email to proxyvote@tmx.com no later than 5:00 p.m. (New

York time) on Tuesday, May 5, 2026, which is two business days before the day of the meeting.

Can I vote by Internet in advance of the meeting?

Yes. If you are a registered shareholder, go to

www.meeting-vote.com and follow the instructions on this website. You will need your control number

(located on the form of proxy) to identify yourself to the system. You must submit your vote by no later than 5:00 p.m. (New York

time) on Tuesday, May 5, 2026, which is two business days before the day of the meeting.

If you are a non-registered shareholder and your

Intermediary makes this option available, go to www.proxyvote.com and follow the instructions

on this website. You will need your control number (located on the voting instruction form) to identify yourself to the system. You must

submit your vote by no later than 5:00 p.m. (New York time) on Monday, May 4, 2026, which is one business day before the proxy

deposit date of May 5, 2026. Refer to the instructions on your voting instruction form for more details.

If I change my mind, can I submit another proxy or take back my

proxy once I have given it?

Yes. If you are a registered shareholder, you

may deliver another properly executed form of proxy with a later date to replace the original proxy in the same way you delivered the

original proxy. If you wish to revoke your proxy, prepare a written statement to this effect signed by you (or your attorney as authorized

in writing) or, if the shareholder is a corporation, under its corporate seal or by a duly authorized officer or attorney of the corporation.

This statement must be delivered to the Corporate Secretary of BAM at the address below no later than 5:00 p.m. (New York time)

on the last business day

2 Attention: Proxy Department,

P.O. Box 721, Agincourt, Ontario M1S 0A1

2026 MANAGEMENT INFORMATION CIRCULAR/ 4

preceding the date of the meeting, Wednesday,

May 6, 2026, or any adjournment of the meeting, or to the Chair of the Board (the “Chair”) prior to the start of the meeting

on Thursday, May 7, 2026, or the day of the adjourned meeting. You may also vote during the meeting by submitting an online ballot,

which will revoke your previous proxy.

Corporate Secretary

Brookfield Asset Management Ltd.

Brookfield Place

225 Liberty Street, 8th Floor

New York, NY 10281-1048

For non-registered shareholders, if you have provided

your voting instructions and change your mind about your vote, you can revoke your proxy or voting instructions by contacting your intermediary.

If your intermediary provides the option of voting over the Internet, you can change your instructions by updating your voting instructions

on the website provided by your intermediary, so long as you submit your new instructions before the intermediary’s deadline.

How can I request electronic delivery of investor materials?

To opt for electronic distribution of investor

materials, complete the request for electronic delivery of materials form enclosed with the Notice Package and return it by mail to the

Transfer Agent.3 You can also submit your request online by visiting the Transfer Agent’s website: services.tsxtrust.com/edelivery.

How will my shares be voted if I give my proxy?

The persons named on the form of proxy must vote

your shares for or against or withhold from voting, in accordance with your directions, or you can let your proxyholder decide for you.

If you specify a choice with respect to any matter to be acted upon, your shares will be voted accordingly. In the absence of voting directions,

proxies received by management will be voted in favor of all resolutions put before shareholders of the meeting. See “Business of

the Meeting” on page 7 of this Circular for further information.

What if amendments are made to these matters or if other matters

are brought before the meeting?

The persons named on the proxy will have discretionary

authority with respect to amendments or variations to matters identified in the Notice and with respect to other matters which may properly

come before the meeting.

As at the date of this Circular, management of

BAM is not aware of any amendment, variation or other matter expected to come before the meeting. If any other matters properly come before

the meeting, the persons named on the form of proxy will vote on them in accordance with their best judgment.

Who counts the votes?

The Transfer Agent counts and tabulates the proxies.

If my shares are not registered in my name but are held in the name

of an Intermediary, how do I vote my shares?

Your Intermediary is required to send you a voting

instruction form for the number of shares you beneficially own. Non-registered shareholders should follow the instructions on the forms

they receive and contact their Intermediaries promptly if they need assistance.

A non-registered shareholder who does not wish

to attend and vote at the meeting and wishes to vote prior to the meeting must complete and sign the voting instruction form and return

it in accordance with the directions on the form. If your Intermediary makes these options available, you may also vote by telephone prior

to the meeting by following the directions on the voting instruction form on the Internet prior to the meeting by going to www.proxyvote.com

and following the instructions on this website. See “Can I vote by Internet in advance of the meeting?” on page 4 of this

Circular.

Since BAM has limited access to the names of its

non-registered shareholders, if you attend the meeting, BAM may have no record of your shareholdings or of your entitlement to vote unless

your Intermediary has appointed you as proxyholder.

3 301 - 100 Adelaide Street

West, Toronto, Ontario, M5H 4H1; or by email to shareholderinquiries@tmx.com.

2026 MANAGEMENT INFORMATION CIRCULAR/ 5

Therefore,

if you wish to vote by online ballot at the meeting, you will need to insert your name in the space provided on the voting instruction

form and return it by following the instructions provided therein.

Non-registered shareholders who have not duly

appointed themselves as proxyholder will not be able to vote at the meeting but will be able to participate as a guest.

BAM has distributed copies of the Notice Package

to CDS and DTC and to Intermediaries for onward distribution to non-registered shareholders. Intermediaries are required to forward the

Notice Package to non-registered shareholders.

Principal Holders of Voting Shares

For over 50 years, the partners of Brookfield

(the “Partnership” or “Partners”) have owned, in partnership with one another, a substantial portion of their investments

in Brookfield. This includes a significant ownership of the Class A Shares of BN and its recently spun-off companies: BAM and Brookfield

Wealth Solutions Ltd. (BNT-NYSE and, together with BN and BAM, “Brookfield”). Separate from the ownership of the Class A

Shares, the Partners have also owned the Class B Shares of each entity since their creation.

This ownership framework among the Partners has

been an important underpinning of Brookfield’s culture and instrumental to the governance of Brookfield, enabling an uncompromising focus

on long-term value creation for all stakeholders.

The Partners include both current and former senior

executives and directors of Brookfield. We believe that the Partnership promotes decision-making that is entrepreneurial, collaborative

and aligned with the long-term interests of Brookfield. The financial strength and sustainability of the Partnership is characterized

by a consistent focus on renewal—longstanding members mentoring new generations of leaders and financially supporting their admission

as Partners. We believe this is a critical component to preserving our long-term culture and vision. The Partnership remains resolutely

focused on the long-term success of Brookfield for the benefit of all stakeholders, through all economic conditions.

As at March 10, 2026, the Partners collectively

own interests in approximately: 469 million BN Class A Shares (on a fully diluted basis), representing approximately 20% of BN’s

issued and outstanding Class A Shares; 454 million BAM Class A Shares (both directly and through BN’s 73% ownership of BAM,

on a fully diluted basis), representing approximately 28% of BAM’s issued and outstanding Class A Shares; and 39 million BNT Class A

Shares, which is a “paired entity” of BN, as the BNT Class A Shares are exchangeable into BN Class A Shares on a one-for-one

basis, representing approximately 60% of BNT’s issued and outstanding Class A Shares.

The economic interests of the Partners in Brookfield

securities consist primarily of (i) direct ownership of shares, as well as indirect ownership (such as shares that are held through

holding companies and by foundations) by the Partners on an individual basis; and (ii) the Partners’ proportionate beneficial interests

in shares held by Partners Value Investments L.P. (“PVI”). PVI is a public investment partnership whose principal business activity

is owning equity interests in Brookfield for the long-term. As at March 10, 2026, the Partners owned approximately 90% of PVI’s equity

units. PVI owns approximately 181 million BN Class A Shares, 30 million BAM Class A Shares and 12 million BNT Class A Shares

(each on a fully diluted basis).

In order to foster the long-term stability and

continuity of Brookfield, a group of longstanding Partners have been designated to oversee stewardship of the Class B Shares. Under

these arrangements, the Class B Shares are held in a trust (the “Trust”). The beneficial interests in the Trust, and the

voting interests in its trustee, are held as follows: one-third by Mr. Bruce Flatt, one-third by Mr. Jack L. Cockwell, and one-third

jointly by Messrs. Brian W. Kingston, Brian D. Lawson, Cyrus Madon, Samuel J.B. Pollock and Sachin Shah in equal parts. As such,

no single individual or entity controls the Trust.

In the event of a fundamental disagreement among

the shareholders of the trustee (and until the disagreement is resolved), three individuals have been granted the authority to govern

and direct the actions of the Trust. These individuals are, and their successors are required to be, longstanding and respected business

colleagues associated with Brookfield. The individuals, at the current time, none of whom are Partners, are Messrs. Marcel R. Coutu,

Frank J. McKenna and Lord O’Donnell.

To the knowledge of the directors and officers

of the company, there are no other persons or corporations that beneficially own, exercise control or direction over, have contractual

arrangements such as options to acquire, or otherwise hold voting securities of the company carrying more than 10% of the votes attached

to any class of outstanding voting securities of the company.

2026 MANAGEMENT INFORMATION CIRCULAR/ 6

PART TWO

– BUSINESS OF THE MEETING

We will address six items at the meeting:

1. receiving the consolidated financial statements of BAM for the fiscal year ended December 31, 2025,

including the external auditor’s report thereon;

2. electing directors who will serve until the end of the next annual meeting of shareholders;

3. appointing the external auditor that will serve until the end of the next annual meeting of shareholders

and authorizing the directors to set its remuneration;

4. considering and, if deemed advisable, passing an advisory resolution on BAM’s approach to executive compensation;

5. considering and, if deemed advisable, passing a resolution approving the adoption of a new management

share option plan; and

6. considering and, if deemed advisable, passing a resolution approving

amendments to BAM’s escrowed stock plan.

We will also consider other business

that may properly come before the meeting.

As at the date of this Circular, management is

not aware of any changes to these items and does not expect any other items to be brought forward at the meeting. If there are changes

or new items, you or your proxyholder can vote your shares on these items as you or your proxyholder sees fit. The persons named on the

form of proxy will have discretionary authority with respect to any changes or new items which may properly come before the meeting and

will vote on them in accordance with their best judgment.

1. Receiving the Consolidated Financial Statements

The annual financial statements of BAM for the

fiscal year ended December 31, 2025 are included in the Annual Report. The Annual Report is available on BAM’s website, https://bam.brookfield.com

under “News and Events—Events and Financial Calendar”, on EDGAR at www.sec.gov/edgar

and SEDAR+ at www.sedarplus.ca, and certain sections are being mailed to BAM’s registered

shareholders and non-registered shareholders who have contacted BAM to request paper copies. Shareholders who have signed up for electronic

delivery of the Annual Report will receive it by email.

2. Election of Directors

The Board is comprised of 12 directors, all of

whom are to be elected at the meeting. At the meeting and pursuant to BAM’s articles, holders of Class A Shares and Class B

Shares will vote together as a single class in the election of the entire Board since Brookfield Corporation and its subsidiaries beneficially

own more than 50% of the issued and outstanding Class A Shares as at March 10, 2026. See “Who Can Vote” on page 1

of this Circular.

Accordingly, if you own Class A Shares or

Class B Shares, you can vote on the election of all 12 directors. The following persons are proposed as nominees for election at

the meeting:

• Barry Blattman

• Angela F. Braly

• Marcel R. Coutu

• Scott Cutler

• Bruce Flatt

• Olivia (Liv) Garfield

• Nili Gilbert

• Keith Johnson

• Bruce Karsh

• Brian W. Kingston

• Cyrus Madon

• Diana Noble

2026 MANAGEMENT INFORMATION CIRCULAR/ 7

Majority Voting Policy

The Board has adopted a policy stipulating that,

if the total number of shares voted in favor of the election of a director nominee represents less than a majority of the total shares

voted and withheld for that director (in each case, not on the cumulative basis described in the section “Cumulative Voting for Directors”

on page 8 of this Circular), the nominee will tender his or her resignation immediately after the meeting. Within 90 days of the

meeting, the Board will determine whether or not to accept a director’s resignation and will issue a press release announcing the Board’s

decision, a copy of which will be provided to the TSX. Absent exceptional circumstances, the Board will accept the resignation. The resignation

will be effective when accepted by the Board. If the Board determines not to accept a resignation, the press release will fully state

the reasons for that decision. A director who tenders his or her resignation will not participate in a Board meeting at which the resignation

is considered. The majority voting policy does not apply in circumstances involving contested director elections.

Cumulative Voting for Directors

The articles of BAM provide for cumulative voting

in the election of directors. Each shareholder of a class or series of shares of BAM entitled to vote for the election of directors has

the right to cast a number of votes equal to the number of votes attached to the shares held by the holder, multiplied by the number of

directors to be elected by the shareholder and the holders of shares of the classes or series of shares entitled to vote with the shareholder

in the election of directors. The shareholder may cast all of its votes in favor of one candidate or distribute such votes among the candidates

in any manner the shareholder sees fit. Where the shareholder has voted for more than one candidate without specifying the distribution

of votes among the candidates, the shareholder will be deemed to have distributed its votes equally among the candidates for whom the

shareholder voted.

A shareholder who wishes to distribute its votes

other than equally among the nominees and who has appointed the management representatives designated on the proxy must do so personally

at the meeting or by another proper form of proxy, which can be obtained from the Corporate Secretary of BAM.

Voting by Proxy

The management representatives designated on

the proxy to be completed by holders of Class A Shares and Class B Shares intend to cast the votes represented by such proxy

FOR and equally among the proposed nominees for election set forth on pages 9 to 14 of this Circular, unless the shareholder who

has given such proxy has directed that such shares be otherwise voted or withheld from voting in the election of directors.

Director Nominees

11 of the 12 director nominees, being Messrs. Blattman,

Coutu, Cutler, Flatt, Johnson, Kingston and Madon and Mses. Braly, Garfield, Gilbert and Noble, were elected as members of the Board at

the Annual Meeting of Shareholders held on May 5, 2025 and are standing for re-election. The remaining director nominee, being Mr. Karsh,

was appointed to the Board effective February 3, 2026 and is standing for election. The Board recommends that the 12 director nominees

be elected at the meeting to serve as directors of BAM until the next annual meeting of shareholders or until their successors are elected

or appointed.

The Board believes that the collective qualifications,

skills and experiences of the director nominees allow for BAM to continue to maintain a well-functioning Board with a diversity of perspectives.

The Board’s view is that, individually and as a whole, the director nominees have the necessary qualifications to be effective at overseeing

the business and strategy of BAM.

We do not expect that any of the director nominees

will be unable to serve as a director. If a director nominee tells us before the meeting that he or she will not be able to serve as a

director, the management representatives designated on the form of proxy, unless directed to withhold from voting in the election of directors,

reserve the right to vote for other director nominees at their discretion.

Each director’s biography contains information

about the director, including his or her background and experience, BAM shareholdings and other public company board positions held, as

at March 10, 2026. See “Director Share and DSU Ownership Requirements” on page 40 of this Circular for further information

on director share ownership requirements.

2026 MANAGEMENT INFORMATION CIRCULAR/ 8

The following 12 individuals are nominated

for election as directors by the holders of BAM’s Class A Shares and Class B Shares.

Barry Blattman(a)

Age: 63

Director since: 2025 (Management)(c)

Areas of Expertise:

Asset Management; Infrastructure; Private Equity; Real Estate; Credit

Mr. Blattman is a Vice Chair of BAM. 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 BNT. Prior to joining Brookfield in 2002, Mr. Blattman was a Managing Director at Merrill Lynch, having begun his career with Salomon Brothers in 1986. 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.

BAM Board/Committee Membership

Public Board Membership During Last Five Years

Board

BAM

2025 – Present

BNT

2021 – Present

Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed

Year

Class A Shares(g)(h)

DSUs

Total Number of Shares and DSUs

Date at which Share

Ownership Guideline is to be

Met(f)

2026

1,097,869

—

2025

1,382,823

—

1,097,869

Met

Change

(284,954)

—

Angela F. Braly(a)

Age: 64

Director since:

2025

(Independent)(b)

Areas of Expertise:

CEO experience; Government and Public Policy; Healthcare; Insurance

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.

BAM

Board/Committee Membership

Public

Board Membership During Last Five Years

Board

BAM

2025

– Present

Audit

Committee

Exxon

Mobil Corporation

2016

– Present

2015

– 2025

The

Procter & Gamble Company

2009

– 2024

Lowe’s

Companies, Inc.

2013

– 2021

Number

of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed

Year

Class

A Shares

DSUs(e)

Total

Number of Shares and DSUs

Date

at which Share

Ownership Guideline is to be

Met(f)

2026

—

18,652

2025

—

14,147

18,652

Met

Change

—

4,505

2026 MANAGEMENT INFORMATION CIRCULAR/ 9

Marcel R. Coutu(a)

Age: 72

Director since: 2022 (Independent)(b)

Areas of Expertise:

CEO experience; Energy and Power; Natural Resources

Mr. Coutu is the past Chairman of Syncrude

Canada Ltd., a former President and Chief Executive Officer of Canadian Oil Sands Ltd., Senior Vice-President and Chief Financial Officer

of Gulf Canada Resources Limited, and has held a number of senior roles in corporate finance, investment banking, mining and oil &

gas exploration and development. Mr. Coutu is a board director of IGM Financial Inc., Power Corporation of Canada, Great-West Lifeco

Inc. and the Calgary Stampede Foundation Board. He is a past member of the Canadian Council of Chief Executives, a past member of the

Board of Governors of the Canadian Association of Petroleum Producers and a past member of the Association of Professional Engineers,

Geologists and Geophysicists of Alberta. Mr. Coutu holds a Bachelor of Science (Honors) in Geology from the University of Waterloo

and an MBA from the University of Western Ontario.

BAM Board/Committee Membership

Public Board Membership During Last Five Years

Board, Lead Independent Director

BAM

2022 – Present

Audit Committee, Chair

IGM Financial Inc.

2014 – Present

Power Corporation of Canada

2011 – Present

The Great-West Lifeco Inc.

2007 – Present

2006 – 2022

Enbridge Inc.

2014 – 2021

Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed

Year

Class A Shares

DSUs(e)

Total Number of Shares and DSUs

Date at which Share

Ownership Guideline is to be

Met(f)

2026

36,777

52,441

89,218

Met

2025

33,277

45,217

Change

3,500

7,224

Scott Cutler(a)

Age: 56

Director since: 2025 (Independent)(b)

Areas of Expertise:

Healthcare; Technology; Finance; International Affairs

Mr. Cutler

is the Chief Executive Officer and a director of HealthEquity, Inc. (“HealthEquity”), 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. Mr. Cutler

holds a Bachelor of Science in economics from Brigham Young University and a Juris Doctor from the University of California, Hastings

College of Law. He currently serves on the non-profit board of Vibrant Emotional Health, 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.

BAM Board/Committee Membership

Public Board Membership During Last Five Years

Board

BAM

2025 – Present

Governance, Nominating and Compensation Committee

HealthEquity, Inc.

2025 – Present

Brookfield Renewable Partners L.P./ Brookfield Renewable Corporation

2020 – 2025

Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed

Year

Class A Shares

DSUs

Total Number of Shares and DSUs

Date at which Share

Ownership Guideline is to be

Met(f)

2026

—

1,944

2025

—

1,944

In progress

Change

—

1,944

2026 MANAGEMENT INFORMATION CIRCULAR/ 10

Bruce Flatt(a)

Age: 60

Director since: 2022 (Management)(d)

Areas of Expertise:

CEO experience

Mr. Flatt is the Chair of the Board

of BAM. Mr. Flatt is also the CEO of BN, which is the majority shareholder of BAM. Mr. Flatt joined BN in 1990 and became CEO

in 2002. He has been a director of BAM since 2022, when the listed company was formed, and was CEO of BAM from formation until February 2026.

Mr. Flatt has served on numerous public company boards over four decades.

BAM Board/Committee Membership

Public Board Membership During Last Five Years

Board, Chair

BAM

2022 – Present

2001 – Present

Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed

Year

Class A Shares(g)(i)

DSUs

Total Number of Shares and DSUs

Date at which Share

Ownership Guideline is to be

Met(f)

2026

15,103,260

—

15,103,260

Met

2025

15,861,935

419,544

Change

(758,675)

(419,544)

Olivia (Liv) Garfield(a)

Age: 50

Director since: 2022 (Independent)(b)

Areas of Expertise:

Government and Public Policy; Manufacturing; Natural Resources; Digital Infrastructure; Energy and Power Infrastructure; Real Estate;

Accounting

Ms. Garfield is formerly the CEO of

Severn Trent, a FTSE 100 water utilities company, a position she held from April 2014 until December 2025. Before joining Severn

Trent, Ms. Garfield was CEO of Openreach, part of the BT Group, where she spearheaded and oversaw the commercial roll-out of fibre

broadband to two-thirds of the country. She joined BT in 2002 and held the pivotal roles of Group Director of Strategy and Regulation,

Managing Director Commercial and Brands, Global Services and U.K. Customer Services Director. From 1998 to 2002, Ms. Garfield worked

for Accenture as a consultant in the Communications and High Tech Market Unit, designing and implementing business change solutions across

a number of industry sectors. In October 2020, Ms. Garfield was appointed Commander of the Order of the British Empire (CBE)

in the Queen’s Birthday Honours for services to the water industry. Ms. Garfield holds a Bachelor of Arts (Honours) from Murray Edwards

College, University of Cambridge.

BAM Board/Committee Membership

Public Board Membership During Last Five Years

Board

BAM

2022 – Present

Governance, Nominating and Compensation Committee, Chair

Severn Trent

2014 – 2025

Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed

Year

Class A Shares

DSUs

Total Number of Shares and DSUs

Date at which Share

Ownership Guideline is to be

Met(f)

2026

—

21,469

Met

2025

—

15,609

Change

—

5,860

2026 MANAGEMENT INFORMATION CIRCULAR/ 11

Nili Gilbert, CFA, CAIA(a)

Age: 47

Director since: 2022 (Independent)(b)

Areas of Expertise:

Healthcare; Infrastructure; Insurance; Manufacturing; Natural Resources; Real Estate; Cyber-Security; Human Resource Management; Marketing;

Technology and Business Systems; Climate

Ms. Gilbert is the Vice Chairwoman of

Carbon Direct, a leader in scaling carbon management into a global industry through climate investment, technology, and client advisory.

She is also Chair of the David Rockefeller Fund Investment Committee, a member of the Clinton Global Initiative Advisory Council and the

Harvard Salata Institute Advisory Board, and Chair of the Glasgow Financial Alliance for Net Zero’s Advisory Panel. With a focus on global

macroeconomic investment and forecasting, Nili previously Co-Founded Matarin Capital, growing the firm into one of the largest women-owned

asset managers in the U.S. She Co-Chairs the Milken Institute Geo-Economics Leadership Network, serves on the World Economic Forum Global

Future Council and the Bretton Woods Committee, and has served in committee chair and advisory roles as a permanent member of both the

Council on Foreign Relations and the Economic Club of New York. Ms. Gilbert received her Bachelor of Arts, magna cum laude, from

Harvard University, her MBA from Columbia Business School, where she was a Toigo Fellow, and she has completed programs in leadership

and sustainability at Oxford and Stanford Universities.

BAM Board/Committee Membership

Public Board Membership During Last Five Years

Board

BAM

2022 – Present

Audit Committee

Governance, Nominating and Compensation Committee

Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed

Year

Class A Shares

DSUs

Total Number of Shares and DSUs

Date at which Share

Ownership Guideline is to be

Met(f)

2026

—

9,985

In progress

2025

—

7,263

Change

—

2,722

Keith Johnson, CFA(a)

Age: 50

Director since: 2022 (Independent)(b)

Areas of Expertise:

Government and Public Policy; Economic Policy; International Affairs; Energy and Power; Healthcare; Infrastructure; Marketing

Mr. Johnson is Founder and CEO of HRTG

Partners (formerly Sequoia Heritage), a global, evergreen private investment partnership investing on behalf of entrepreneurs, families,

and philanthropies established in 2010. Prior to HRTG, Mr. Johnson held several institutional investment roles at organizations including

the Stanford Management Company and Bel Air Investment Advisors. Mr. Johnson holds a Bachelor of Science in Statistics from the Brigham

Young University and an MBA from the UCLA Anderson School of Management. Mr. Johnson is a CFA charterholder.

BAM Board/Committee Membership

Public Board Membership During Last Five Years

Board

BAM

2022 – Present

Audit Committee

Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed

Year

Class A Shares

DSUs

Total Number of Shares and DSUs

Date at which Share Ownership Guideline is to be Met(f)

2026

—

20,809

Met

2025

—

15,248

Change

—

5,561

2026 MANAGEMENT INFORMATION CIRCULAR/ 12

Bruce Karsh(a)

Age: 70

Director since: 2026 (Affiliatedr)(d)

Areas of Expertise:

CEO Experience, Asset Management, Financial Services, Credit

Mr. Karsh is Oaktree’s Co-Chairman and one of the firm’s co-founders. He is also Oaktree’s Chief Investment Officer and serves as portfolio manager for Oaktree’s Global Opportunities and Global Credit strategies. Mr. Karsh holds an A.B. degree in economics summa cum laude from Duke University and a J.D. from the University of Virginia School of Law. He serves on the boards of a number of privately held companies, is a member of the investment committee of the Broad Foundations and a Trustee Emeritus of Duke University.

BAM Board/Committee Membership

Public Board Membership During Last Five Years

Board

BAM

2026 — Present

Oaktree Capital Management

1995 — Present

Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed

Year

Class A Shares

DSUs

Total Number of Shares and DSUs

Date at which Share

Ownership Guideline is to be

Met(f)

2026

—

In progress

Brian W. Kingston(a)

Age: 52

Director since: 2022 (Management)(c)

Areas of Expertise:

CEO experience; Real Estate; Infrastructure; Private

Equity; Energy and Power

Mr. Kingston is the Head of U.S., BAM and

the Executive Chair of Brookfield’s Real Estate business; in this role, he is responsible for oversight of investments and the expansion

of the Real Estate business. Prior to his current role, Mr. Kingston was the CEO of Brookfield’s Real Estate business. Mr. Kingston

joined Brookfield in 2001. Under his leadership, Brookfield has conducted a wide range of mergers and acquisitions activities, including

investments in Forest City Realty Trust, General Growth Properties and Canary Wharf. Mr. Kingston holds a Bachelor of Commerce degree

from Queen’s University.

BAM Board/Committee Membership

Public Board Membership During Last Five Years

Board

BAM

2022 – Present

Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed

Year

Class A Shares(g)(j)

DSUs

Total Number of Shares and DSUs

Date at which Share

Ownership Guideline is to be

Met(f)

2026

3,309,243

—

3,309,243

Met

2025

3,028,535

191,122

Change

280,708

(191,122)

2026 MANAGEMENT INFORMATION CIRCULAR/ 13

Cyrus Madon(a)

Age: 60

Director since: 2022 (Management)(c)

Areas of Expertise:

CEO experience; Private Equity; Real Estate; Infrastructure; Energy and Power

Mr. Madon is the Executive Vice Chair of

BAM and has been a director of BAM since 2022. He is also the Executive Vice Chair of BN, and Executive Chair of Brookfield’s Private

Equity Group. In this role, he is responsible for developing strategy, providing investment oversight, and supporting the broader team

in executing our growth initiatives. He is also a member of Brookfield’s Executive Committee. Mr. Madon joined Brookfield in 1998

and has held a number of senior roles across the organization, including CEO of Brookfield’s Private Equity business. Mr. Madon holds

a Bachelor of Commerce degree from Queen’s University. He is also on the board of the C.D. Howe Institute.

BAM Board/Committee Membership

Public Board Membership During Last Five Years

Board

BAM

2022 – Present

Brookfield Business Partners L.P.

2024 – Present

Brookfield Business Corporation

2024 – Present

Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed

Year

Class A Shares(g)(k)

DSUs

Total Number of Shares and DSUs

Date at which Share

Ownership Guideline is to be

Met(f)

2026

5,070,206

65,385

5,135,591

Met

2025

4,782,982

335,569

Change

287,224

(270,184)

Diana Noble(a)

Age: 64

Director since: 2022 (Independent)(b)

Areas of Expertise:

Government and Public Policy; Energy and Power; Financial Services; Healthcare; Infrastructure; Private Equity

Ms. Noble’s background is in private equity,

venture capital and international development. She was a partner of Schroder Ventures, later Permira, for 10 years, founder CEO of eVentures

and Reed Elsevier Ventures and from 2011 to 2017 was CEO of British International Investment, the British Government’s development finance

institution, investing solely in Africa and South Asia, with a dual mission of financial return and development impact. She is currently

Deputy Chair of the Bank of England’s Court (the Bank’s governing board), chair of the Remuneration Committee and chaired the 2021 Court

Review into Ethnic Diversity and Inclusion at the Bank. She is also a Governor of Wellcome, a global charitable foundation, supporting

scientific research for step changes in health outcomes, chairs the People and Remuneration Committee and is a member of the Investment

Committee. Her advisory business, Kirkos Partners, advises leaders of PE/VC firms on leadership transition. She has recently published

research on this topic (“When to Go and How to Go” — Founder and Leader Transition in Private Equity) with Professor Josh

Lerner of Harvard Business School.

BAM Board/Committee Membership

Public Board Membership During Last Five Years

Board

BAM

2022 – Present

Governance, Nominating and Compensation Committee

Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed

Year

Class A Shares

DSUs

Total Number of Shares and DSUs

Date at which Share

Ownership Guideline is to be

Met(f)

2026

—

8,643

In progress

2025

—

5,918

Change

—

2,725

(a) Messrs. Blattman, Flatt, Kingston and Madon and Ms. Gilbert principally live in New York,

U.S. Ms. Braly principally lives in Florida, U.S. Messrs. Coutu and Karsh principally live in California, U.S. Mr. Cutler

principally lives in Utah, U.S. Mr. Johnson principally lives in Wyoming, U.S. Mses. Garfield and Noble principally live in London,

U.K

(b) “Independent” refers to the Board’s determination of whether a director nominee is “independent”

under Section 1.2 of National Instrument 58-101 — Disclosure of Corporate Governance Practices.

of BAM. Mr. Blattman is a Vice Chair of BAM. Mr. Kingston is Head of U.S of BAM and Executive Chair, Real Estate. Mr. Madon

is the Executive Vice Chair of BAM and Executive Chair, Private Equity. None of these individuals receive compensation in their capacity

as directors of BAM (see “Director Compensation” on page 38 of this Circular).

(d) “Affiliated” refers to a director who (i) owns greater than a de minimis interest in

BAM (exclusive of any securities compensation earned as a director) or (ii) within the last two years has directly or indirectly

(1) been an officer of or employed by BAM or any of its affiliates, (2) performed more than a de minimis amount of services

for BAM or any of its affiliates, or (3) had any material business or professional relationship with BAM other than as a director

of BAM. “De minimis” for the purpose of this test includes factors such as the relevance of a director’s interest in BAM to

themselves and to

2026 MANAGEMENT INFORMATION CIRCULAR/ 14

BAM. Mr. Flatt is the CEO of

Brookfield Corporation. Mr. Karsh is Co-Chairman of Oaktree. Mr. Flatt does not receive compensation in his capacity as a director

of BAM (see “Director Compensation” on page 38 of this Circular).

(e) Mr. Coutu and Ms. Braly’s DSUs (as defined

on page 25 of this Circular) include DSUs issued by BN which track the value of a Class A Share, issued pursuant to adjustments

made to outstanding equity-based awards of BN (the “Arrangement Adjustments”) in connection with the spin-out of BAM pursuant

to a plan of arrangement completed on December 9, 2022 (the “2022 Arrangement”), in their capacity as directors of BN.

(f) The Share Ownership Guidelines for directors is to hold Class A

Shares, DSUs or Restricted Shares (as defined on page 51 of this Circular) with a value equal to two times their annual director’s

retainer. See “Director Share and DSU Ownership Requirements” on page 40 of this Circular for further information. The

value of two times the annual retainer for each director is $500,000. As at March 10, 2026, the number of shares required to satisfy

the non-management director Share Ownership Guidelines is 11,040 (calculated by dividing the respective Share Ownership Guidelines expressed

in dollar value by the price of Class A Shares on the NYSE as at the close of market on March 10, 2026). Messrs. Kingston

and Madon each hold Class A Shares, DSUs or Restricted Shares with a value equal to more than five times their annual base salary

(“Base Salary”), which is the Share Ownership Guidelines for executive officers. The value of five times the Base Salary

for Messrs. Kingston and Madon is $3.75 million and $1.875 million, respectively. As of March 10, 2026, the number of shares

required to equal five times the Base Salary for Messrs. Kingston and Madon is 83,000 and 41,400, respectively (calculated by dividing

the amount that is five times the individual’s Base Salary by the price of Class A Shares on the NYSE as at the close of market

on March 10, 2026). See “Share Ownership Guidelines” on page 52 and “Summary Compensation Table” on

page 58 of this Circular for further information.

(g) The figures in this column include (i) the director’s

Class A Shares, held directly and indirectly, including under the Restricted Stock Plan; (ii) the director’s pro rata

interests in Class A Shares held by PVI (on a consolidated basis); and (iii) the director’s Escrowed Shares (as defined

on page 51 of this Circular), which also represent an indirect pro rata interest in Class A Shares. The value of these indirect

pro rata interests is impacted by a number of factors, including the terms of their ownership, the capital structure of each company,

the value of the Class A Shares held by each company and their net liabilities and preferred share obligations (See “Principal

Holders of Voting Shares” on page 6 of this Circular for further information on PVI and “The Escrowed Stock Plan”

on page 62 of this Circular for further information on Escrowed Shares).

(h) Mr. Blattman holds 693,515 Class A Shares directly

and indirectly and held 1,022,579 Class A Shares directly and indirectly as of the date of last year’s Circular, which in

each case excludes his pro rata interests held in Class A Shares referenced above in clause (ii) and (iii) of (g).

(i) Mr. Flatt holds 1,706,843 Class A Shares directly

and indirectly and held 2,006,843 Class A Shares directly and indirectly as of the date of last year’s Circular, which in

each case excludes his pro rata interests held in Class A Shares referenced above in clause (ii) and (iii) of (g).

(j) Mr. Kingston holds 273,812 Class A Shares directly

and indirectly and held 273,812 Class A Shares directly and indirectly as of the date of last year’s Circular, which in each

case excludes his pro rata interests held in Class A Shares referenced above in clause (ii) and (iii) of (g).

(k) Mr. Madon holds 1,396,948 Class A Shares directly

and indirectly and held 1,407,475 Class A Shares directly and indirectly as of the date of last year’s Circular, which in

each case excludes his pro rata interests held in Class A Shares referenced above in clause (ii) and (iii) of (g).

Summary of 2026 Nominees for Director

The following summarizes the qualifications of

the 2026 director nominees that led the Board to conclude that each director nominee is qualified to serve on the Board.

All

Director Nominees Exhibit:

• High

personal and professional integrity and ethics

• A

commitment to sustainability issues

• A

proven record of success

• An

inquisitive and objective perspective

• Experience

relevant to BAM’s global activities

• An

appreciation of the value of good corporate governance

The Board is comprised of 12 directors, which

BAM considers an appropriate number given the diversity of its operations and the need for a variety of experiences and backgrounds to

effectively oversee the governance of BAM and provide strategic advice to management. BAM reviews the expertise of incumbent and proposed

directors in numerous areas, including those listed in the chart below.

Director

Nominees

Corporate

Strategy and

Business

Development

Mergers &

Acquisitions

Finance and

Capital

Allocation

Leadership of

a Large /

Multifaceted

Organization

Legal and

Regulatory

Risk

Management

Sustainability

Matters

Climate

Expertise

Industry

Experience

Barry Blattman

Infrastructure; Private Equity; Real Estate; Credit

Angela F. Braly

CEO experience; Government and Public Policy; Healthcare;

Insurance

Marcel R. Coutu

CEO experience; Energy and Power; Natural Resources

2026 MANAGEMENT INFORMATION CIRCULAR/ 15

Scott Cutler

Healthcare; Technology; Finance;

International Affairs

Bruce Flatt

CEO experience

Olivia (Liv) Garfield

Government and Public Policy; Manufacturing; Natural

Resources; Digital Infrastructure; Energy and Power Infrastructure; Real Estate; Accounting

Nili Gilbert

Healthcare; Infrastructure; Insurance; Manufacturing;

Natural Resources; Real Estate; Cyber-Security; Human Resource Management; Marketing; Technology and Business Systems

Keith Johnson

Government and Public Policy; Economic Policy; International

Affairs; Energy and Power; Healthcare; Infrastructure; Marketing

Bruce Karsh

Asset Management, Financial Services, Credit

Brian W. Kingston

CEO experience; Real Estate; Infrastructure; Private

Equity; Energy and Power

Cyrus Madon

CEO experience; Private Equity; Real Estate; Infrastructure;

Energy and Power

Diana Noble

Government and Public Policy; Energy and Power; Financial

Services; Healthcare; Infrastructure; Private Equity

2025 Director Attendance

We believe the Board cannot be effective unless it governs actively.

We expect our directors to attend all Board meetings and all of their respective committee meetings. Directors may participate by video

or teleconference if they are unable to attend in person. The table below shows the number of Board and committee meetings each director

attended in 2025. The director

2026 MANAGEMENT INFORMATION CIRCULAR/ 16

nominees standing for re-election attended 100%

of the Board meetings in 2025. The Board and its committees meet in camera without management present at all meetings, including those

held by teleconference.

Directors

Independent

Board

Audit

Committee

Governance,

Nominating and

Compensation

Committee

All

Barry Blattman(a)

4 of 4

—

4 of 4

100%

Angela F. Braly(b)

Yes

4 of 4

3 of 3

—

7 of 7

100%

Marcel R. Coutu

Yes

5 of 5

4 of 4

—

9 of 9

100%

Scott Cutler(c)

Yes

4 of 4

—

2 of 2

6 of 6

100%

Bruce Flatt

5 of 5

—

5 of 5

100%

Olivia (Liv) Garfield

Yes

5 of 5

—

3 of 3

8 of 8

100%

Nili Gilbert

Yes

5 of 5

4 of 4

3 of 3

12 of 12

100%

Keith Johnson

Yes

5 of 5

—

5 of 5

100%

Bruce Karsh(d)

—

Brian W. Kingston

5 of 5

—

5 of 5

100%

Cyrus Madon

5 of 5

—

5 of 5

100%

Diana Noble

Yes

5 of 5

—

3 of 3

8 of 8

100%

(a) Mr. Blattman was appointed to the Board effective March 17, 2025.

(b) Ms. Braly was appointed to the Board and as a member of the Audit Committee effective March 17, 2025.

(c) Mr. Cutler was appointed to the Board and as a member of the Governance, Nominating and Compensation Committee effective March 17,

2025.

(d) Mr. Karsh was appointed to the Board effective February 3, 2026, replacing Mr. William Powell, who stepped down

from the Board effective the same date.

Mr. Mark Carney stepped down from the Board effective January 16,

2025. Ms. Allison Kirkby and Messrs. Samuel J.B. Pollock and Satish Rai stepped down from the Board effective March 17,

2025.

2025 Director Voting Results

Below are the results of the vote of holders of Class A Shares

and Class B shares voting together as a single class for the election of directors at BAM’s Annual Meeting of Shareholders

held on May 5, 2025.

Director Nominee

Votes For

Votes Withheld

Barry Blattman

1,469,065,906.00

98.06

29,116,643.00

1.94

Angela F. Braly

1,497,842,984.00

99.98

339,565.00

0.02

Marcel R. Coutu

1,493,075,700.00

99.66

5,106,849.00

0.34

Scott Cutler

1,497,385,561.00

99.95

796,988.00

0.05

Bruce Flatt

1,483,290,876.00

99.01

14,891,673.00

0.99

Olivia (Liv) Garfield

1,470,059,798.00

98.12

28,122,751.00

1.88

Nili Gilbert

1,492,194,908.00

99.6

5,987,641.00

0.4

Keith Johnson

1,497,481,331.00

99.95

701,218.00

0.05

Brian W. Kingston

1,468,891,524.00

98.04

29,291,025.00

1.96

Cyrus Madon

1,466,656,179.00

97.9

31,526,370.00

2.1

Diana Noble

1,492,236,614.00

99.6

5,945,935.00

0.4

William Powell

1,469,081,070.00

98.06

29,101,479.00

1.94

At the meeting to be held on May 7, 2026,

holders of Class A Shares and holders of Class B Shares will vote together as a single class for the election of directors.

3. Appointment of External Auditor

On recommendation of the Audit Committee, the

Board proposes the reappointment of Deloitte LLP as the external auditor of BAM. Deloitte LLP is the principal external auditor of BAM.

Deloitte has served as the external auditor of BAM since its

2026 MANAGEMENT INFORMATION CIRCULAR/ 17

formation. The appointment of the external auditor

must be approved by a majority of the votes cast by holders of Class A Shares who vote in respect of the resolution, and by the holder

of Class B Shares, each voting as a separate class.

On any ballot that may be called for in the

appointment of the external auditor, the management representatives designated on the form of proxy intend to vote such shares FOR reappointing

Deloitte, an Independent Registered Public Accounting Firm, as the external auditor, and authorizing the directors to set the remuneration

to be paid to the external auditor, unless the shareholder has specified on the form of proxy that the shares represented by such proxy

are to be withheld from voting in relation to the appointment of the external auditor.

Principal Accounting Firm Fees

Aggregate audit fees billed to BAM for the fiscal

year ended December 31, 2025 by Deloitte amounted to approximately $4.2 million.

From time to time, Deloitte also provides consultative

and other non-audit services to BAM pursuant to an Audit and Non-Audit Services Pre-Approval Policy (the “Audit Policy”).

The Audit Policy governs the provision of audit and non-audit services by the external auditor and is annually reviewed by the Audit Committee.

The Audit Policy provides for the Audit Committee’s pre-approval of permitted audit, audit-related, tax and other non-audit services.

It also specifies a number of services the provision of which is not permitted by the external auditor, including the use of the external

auditor for the preparation of financial information, system design and implementation assignments.

The following table sets forth further information

on the fees billed by Deloitte to BAM on a consolidated basis for the fiscal years ended December 31, 2025 and December 31,

2024.

millions

2025

2024

Audit

4.2

3.2

Audit-related

—

Tax fees

—

All

other fees

—

Total fees

4.2

3.2

Audit fees include fees for services that would

normally be provided by the external auditor in connection with our statutory audit of BAM, including fees for services necessary to perform

an audit or review in accordance with generally accepted auditing standards. This category also includes services that generally only

the external auditor reasonably can provide, including comfort letters and consents relating to certain documents filed with securities

regulatory authorities.

Audit-related fees are for other statutory audits,

assurance and related services, such as due diligence services, that traditionally are performed by the external auditor. More specifically,

these services include, among other things: statutory audits of our subsidiaries, employee benefit plan audits, accounting consultations

and audits in connection with acquisitions, attest services that are not required by statute or regulation, and consultation concerning

financial accounting and reporting standards.

Tax fees are principally for assistance in tax

return preparation and tax advisory services.

All other fees include fees for certain permissible

consulting and advisory services.

The Audit Committee has received representations

from Deloitte regarding its independence and has considered the relations described above in arriving at its determination that Deloitte

is independent of BAM.

4. Advisory Resolution on Approach to Executive Compensation

BAM believes that its compensation objectives

and approach to executive compensation strongly align the interests of management with the long-term interests of shareholders. Details

of BAM’s approach to executive compensation is disclosed in the “Compensation Discussion and Analysis” beginning on

page 41 of this Circular.

2026 MANAGEMENT INFORMATION CIRCULAR/ 18

BAM has a policy providing that holders of Class A

Shares have the opportunity to cast an advisory vote on BAM’s approach to executive compensation on an annual basis. This policy

reflects BAM’s ongoing efforts to meet its objectives and ensure a high level of shareholder engagement.

The Board, with Messrs. Blattman, Flatt,

Kingston, and Madon abstaining, unanimously recommends that holders of Class A Shares vote in favor of the following advisory resolution

(the “Say on Pay Resolution”):

Resolved, on an advisory basis and not to diminish

the role and responsibilities of the Board, that the holders of Class A Limited Voting Shares accept the approach to executive compensation

disclosed in this Circular.

On any ballot that may be called for on the

Say on Pay Resolution, the management representatives designated on the form of proxy intend to cast the votes to which the shares represented

by such proxy are entitled FOR the Say on Pay Resolution, unless the shareholder has specified in the form of proxy that the shares represented

by such proxy are to be voted against the Say on Pay Resolution.

2025 Results of the Advisory Resolution on BAM’s Approach

to Executive Compensation

Below are the results of the vote of holders of

Class A Shares on the advisory resolution on BAM’s Approach to Executive Compensation at the Annual Meeting of Shareholders

held on May 5, 2025.

Votes For

Votes Against

$1,484,655,772

99.1

13,526,770

0.9

Advisory Vote

The Say on Pay Resolution is an advisory vote

and, accordingly, the results are not binding upon the Board. However, the Board and the Governance, Nominating and Compensation Committee

of the Board will take the results of the vote into account when considering future compensation policies, procedures and decisions. The

Board welcomes comments and questions on BAM’s executive compensation practices. Shareholders who wish to contact the Chair, the

Lead Independent Director or other Board members can do so through the Corporate Secretary of BAM.

5. Adoption of a New Management Share Option Plan

At the meeting, shareholders will be asked to

consider and vote on the 2026 Management Share Option Plan Resolution, the full text of which is set forth below, approving the implementation

by BAM of the 2026 Management Share Option Plan (the “2026 Plan”).

BAM’s use of options to acquire Class A

Shares is an important component of its long-term incentive compensation arrangements for executives. BAM believes that this practice

achieves alignment between executives and shareholder interests and assists in attracting and retaining qualified and motivated senior

executives and employees.

BAM’s Management Share Option Plan established

in 2022 (the “2022 Plan”) provides for the issuance of up to 17.5 million Class A Shares pursuant to the exercise of

options granted under the 2022 Plan. As at March 10, 2026, options to acquire approximately 9.22 million Class A Shares have

been granted, but not exercised under the 2022 Plan, leaving approximately 2.56 million available for further grants. On February 3,

2026, the Board of Directors approved the 2026 Plan, which, in accordance with the requirements of the TSX, requires shareholder approval.

The purpose of establishing the 2026 Plan is to ensure that there remains a sufficient number of options to acquire Class A Shares

available for issuance to enable the Corporation to continue its current practice of granting options as an alternative to cash compensation

to its executives. The 2026 Plan has substantially the same material terms as the 2022 Plan and will provide for the issuance of up to

20 million Class A Shares, representing approximately 1.22% of the issued and outstanding Class A Shares as at March 10,

2026. See “Security-Based Compensation Arrangements” on page 60 of this Circular for a summary of the terms of the 2022

Plan.

Shareholder Approval

The TSX requires shareholder approval of the adoption

of the 2026 Plan described above which must be approved by a majority of the votes cast at the meeting by holders of Class A Shares

who vote in respect of the 2026 Plan and by the holders of Class B Shares, each voting separately as a class. The Board unanimously

recommends that shareholders vote in favour of the following resolution (the “2026 Management Share Option Plan Resolution”):

2026 MANAGEMENT INFORMATION CIRCULAR/ 19

Resolved that the 2026 Management Share Option

Plan of the Corporation, providing for a maximum of 20,000,000 Class A Shares reserved for issuance, is hereby approved and that

any director or officer of the Corporation is hereby authorized for and in the name of and on behalf of the Corporation to execute or

cause to be executed, and to deliver or cause to be delivered, all such documents and instruments, and to do or cause to be done all such

other acts and things, as in the opinion of such director or officer may be necessary or desirable to carry out the intent of this resolution.

On any ballot that may be called for on the

2026 Management Share Option Plan Resolution, the management representatives designated on the form of proxy intend to cast the votes

to which the shares represented by such proxy are entitled in favour of the 2026 Management Share Option Plan Resolution, unless the shareholder

has specified on the form of proxy that the shares represented by such proxy are to be voted against the 2026 Management Share Option

Plan Resolution.

6. Amendments to Escrowed Stock Plan

At the meeting, shareholders will be asked to

consider and vote on the Escrowed Stock Plan Amendment Resolution, the full text of which is set forth below, approving the amendment

by BAM of the Escrowed Stock Plan.

The Escrowed Stock Plan is intended to incentivize

and retain certain executives or other individuals designated by the Board for an extended period and to further align their long-term

interests with those of other shareholders in a manner that is less dilutive than alternative long term ownership plans, such as option

plans. The Escrowed Stock Plan will result in no net dilution over time because any newly issued Class A Shares under the Escrowed

Stock Plan will be fully offset by the cancellation of Class A Shares.

The Escrowed Stock Plan, established in 2022,

provides for the issuance of up to 11 million Class A Shares, representing approximately 0.67% of BAM’s issued and outstanding

Class A Shares as at December 31, 2025. When Class A Shares are issued in exchange for Escrowed Shares, the number of Class A

Shares remaining for future issuance under the Escrowed Stock Plan will be reduced. On the wind-up or merger of an Escrowed Company, the

number of Class A Shares held by one or more Escrowed Companies that are cancelled in respect of Class A Shares issued by BAM

in exchange for Escrowed Shares are added back to the number of Class A Shares available for future issuance.

On February 3, 2026, the Board of Directors

approved an amendment to the Escrowed Stock Plan, which, in accordance with the requirements of the TSX, requires shareholder approval.

The purpose of adopting the amendment is (i) to ensure that there remains a sufficient number of Class A Shares available for

issuance to enable BAM to continue its current practice of granting Escrowed Shares as an alternative to cash compensation or options

to its executives and (ii) update the amendment provisions to expressly require shareholder approval for any amendment that would

permit BAM to introduce non-employee directors as eligible participants under the Escrowed Stock Plan on a discretionary basis. The Escrowed

Stock Plan will maintain substantially the same terms, but will be amended to increase the maximum number of Class A Shares available

to be issued under the Escrowed Stock Plan to 15 million Class A Shares, representing approximately 0.92% of the issued and outstanding

Class A Shares as at March 10, 2026. For the reasons noted above, this increase will result in no net dilution. See “Security-Based

Compensation Arrangements” on page 60 of this Circular for a summary of the terms of the Escrowed Stock Plan.

Shareholder Approval

The TSX requires shareholder approval of the amendment

of the Escrowed Stock Plan described above which must be approved by a majority of the votes cast at the meeting by holders of Class A

Shares who vote in respect of the Escrowed Stock Plan and by the holders of Class B Shares, each voting separately as a class. The

Board unanimously recommends that shareholders vote in favour of the following resolution (the “Escrowed Stock Plan Amendment Resolution”):

Resolved that the amendment of the Corporation’s

Escrowed Stock Plan is hereby approved, the maximum number of Class A Shares available to be issued under the Corporation’s

Escrowed Stock Plan is hereby increased by 4,000,000 from 11,000,000 to 15,000,000, and that any director or officer of the Corporation

is hereby authorized for and in the name of and on behalf of the Corporation to execute or cause to be executed, and to deliver or cause

to be delivered, all such documents and instruments, and to do or cause to be done all such other acts and things, as in the opinion of

such director or officer may be necessary or desirable to carry out the intent of this resolution.

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On any ballot that may be called for on the

Escrowed Stock Plan Amendment Resolution, the management representatives designated on the form of proxy intend to cast the votes to which

the shares represented by such proxy are entitled in favour of the Escrowed Stock Plan Amendment Resolution, unless the shareholder has

specified on the form of proxy that the shares represented by such proxy are to be voted against the Escrowed Stock Plan Amendment Resolution.

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PART THREE – STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Governance

BAM is committed to good corporate governance. As such, we aim to continue

to strengthen Board and management accountability to maintain public trust in BAM, and promote the long-term interests of BAM and our

shareholders.

Corporate

Governance

·     Majority

independent Board, with seven independent directors

·     Separate

Chair and CEO

·     Lead

Independent Director

·     Private

sessions of independent directors after each Board and committee meeting

·     Only

independent directors on Audit Committee and Governance, Nominating and Compensation Committee

·     Risk

oversight by the Board and Audit Committee

·     Oversight

of sustainability matters

·     Board

and committee self-evaluations

·     Robust

Code of Business Conduct and Ethics

·     Board

Diversity Policy

·     Directors

attended 100% of meetings held

Compensation

·     Executive

compensation program with emphasis on long-term incentives where rewards are reflective of strong performance over time (described

in more detail in the “Compensation Discussion and Analysis” section of this Circular)

·     Director

share ownership guidelines requiring directors to hold shares and share units having a value of at least 2 times their annual

retainer

·     Independent

directors required to take 33.3% of their annual retainer in deferred share units, regardless of existing ownership

·     Share

retention policy of at least 5 times annual salary and post-exercise hold period requirements for executives

·     Executives’

incentive awards/equity compensation subject to clawback

·     Anti-hedging,

short sale and pledging restrictions

Shareholder

Rights

·     Annual

election of directors

·     Majority

voting for directors

·     Cumulative

voting for directors

·     Active

shareholder engagement

BAM’s comprehensive corporate governance

policies and practices are consistent with the requirements of the SEC, the listing standards of the NYSE and the applicable provisions

under the U.S. Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”). They are also consistent with the

guidelines adopted by the CSA and the TSX.

Board of Directors

Mandate of the Board

The Board oversees the management of BAM’s

business and affairs directly and through two committees: the Audit Committee and the Governance, Nominating and Compensation Committee

(the “GNCC”, each of the Audit Committee and the GNCC, a “Committee” and collectively, the “Committees”).

The responsibilities of the Board and each Committee are set out in written charters, which are reviewed and approved annually by the

Board. All Board and Committee charters are posted on BAM’s website, https://bam.brookfield.com under “Governance—Governance

Documents”. The Board charter is also attached as Appendix A to this Circular.

The Board is responsible for:

· overseeing BAM’s long-term strategic planning process and reviewing

and approving its annual business plan;

· overseeing management’s approach to managing the key risks facing BAM;

· safeguarding shareholders’ equity interests through the optimum utilization

of BAM’s capital resources;

· promoting effective corporate governance;

· overseeing BAM’s sustainability program and related practices;

· reviewing major strategic initiatives to determine

whether management’s proposed actions accord with long-term corporate goals and shareholder objectives;

· assessing management’s performance against

approved business plans;

· appointing the CEO, overseeing the CEO’s

selection of other members of senior management and reviewing succession planning; and

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· reviewing

and approving the reports issued to shareholders, including annual and interim financial statements.

Expectations of Directors

The Board has adopted a charter of expectations

for directors (the “Charter of Expectations”), which sets out BAM’s expectations for personal and professional competencies,

share ownership, meeting attendance, conflicts of interest, changes of circumstance, and resignation events. Directors are expected to

bring any potential conflict of interest to the attention of the Chair or a Committee Chair in advance, and refrain from voting on such

matters. Directors are also expected to submit their resignations to the Chair if: (i) they become unable to attend at least 75%

of the Board’s regularly scheduled meetings or (ii) if they become involved in a legal dispute, regulatory or similar proceedings,

take on new responsibilities, or experience other changes in personal or professional circumstances that could adversely affect BAM or

their ability to serve as a director. The Charter of Expectations is reviewed annually and a copy is posted on BAM’s website, https://bam.brookfield.com

under “Governance—Governance Documents”.

Meetings of the Board

The agenda for each Board meeting is set by the

Chair, in consultation with the CFO and Corporate Secretary, before circulation to the full Board.

The Board meets at least quarterly to review and

approve earnings, consider dividend payments and review specific items of business, including transactions and strategic initiatives.

The Board holds additional meetings as necessary to consider special business. The Board also meets once a year to review BAM’s

annual business plan and long-term strategy.

Meetings of the Board are primarily held in New

York, NY. In 2025, there were five scheduled Board meetings, consisting of four regular meetings and one annual strategy session held

in November 2025. With the exception of one board meeting held in London, U.K., all of the meetings were held in New York, NY. In

2026, there are five scheduled Board meetings, consisting of four regular meetings and one annual strategy session.

Meetings of Independent Directors

Private sessions of the independent directors

without management directors present are held at the end of each regularly scheduled and special Board meeting, as well as at the end

of the annual strategy session. Each private session of the Board is chaired by the Lead Independent Director, who reports back to the

CEO on any matters requiring action by management. There were five private meetings of independent directors in 2025.

Private sessions of the Committees without management

directors present are also held after each Committee meeting, chaired by the respective Committee Chair, who reports back to an appropriate

executive on any matters requiring action by management.

Independent Directors

The Board has a policy that the Lead Independent

Director and at least a majority of its directors are independent in order to ensure that the Board operates independent of management

and effectively oversees the conduct of management. BAM obtains information from its directors annually to determine their independence.

The Board decides which directors are considered to be independent based on the recommendation of the GNCC, which evaluates director independence

based on the guidelines set forth under applicable securities laws.

In this process, the Board conducts an analysis

of each director nominee to determine if they are a management director, affiliated director or an independent director.

The Chair of the Board is Mr. Flatt, who

is not an independent director. However, each of the Committees are fully comprised of independent directors and the Board has a Lead

Independent Director, Mr. Coutu. In addition, special committees of independent directors may be formed from time to time to review

particular matters or transactions. The Board encourages regular and open dialogue between the independent directors and the Chair to

discuss matters raised by independent directors.

The following table shows the directors standing

for election at the meeting and whether each nominee will be an Independent(a), Management(b) or Affiliated(c) director:

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Director

Independent

Management

Affiliated

Reason

for Management / Affiliated Status

Barry Blattman

Mr. Blattman

is a Vice Chair of BAM

Angela F. Braly

Marcel R. Coutu

Scott Cutler

Bruce Flatt

Mr. Flatt is

the CEO of BN

Olivia (Liv) Garfield

Nili Gilbert

Keith Johnson

Bruce Karsh

Mr. Karsh is

Co-Chairman of Oaktree

Brian W. Kingston

Mr. Kingston

is the Head of U.S., BAM and CEO of Real Estate

Cyrus Madon

Mr. Madon is

the Executive Vice-Chair, BAM and Executive Chair, Private Equity

Diana Noble

(a) “Independent” refers to the Board’s determination of whether a director is “independent”

under NYSE rules relating to corporate governance matters and section 1.2 of National Instrument 58-101 — Disclosure of Corporate

Governance Practices.

(b) “Management” refers to a director who is a current member of management of BAM.

in BAM (exclusive of any securities compensation earned as a director) or (ii) within the last two years has directly or indirectly

(a) been an officer of or employed by BAM or any of its affiliates, (b) performed more than a de minimis amount of services

for BAM or any of its affiliates, or (c) had any material business or professional relationship with BAM other than as a director

of BAM. “De minimis” for the purpose of this test includes factors such as the relevance of a director’s interest in

BAM to themselves and to BAM.

The Board considers the seven directors listed

as “Independent” above (approximately 58% of the Board) to be independent.

Term Limits and Board Renewal

The GNCC leads the effort to identify and recruit

candidates to join the Board. In this context, the GNCC’s view is that the Board should reflect a balance between the experience

that comes with longevity of service on the Board and the need for renewal and fresh perspectives.

The GNCC does not support a mandatory retirement

age, director term limits or other mandatory Board turnover mechanisms because its view is that such policies are overly prescriptive;

therefore, BAM does not have term limits or other mechanisms that compel Board turnover. The GNCC does believe that periodically adding

new voices to the Board can help BAM adapt to a changing business environment and Board renewal continues to be a priority.

The GNCC reviews the composition of the Board

on a regular basis in relation to approved director criteria and skill requirements and recommends changes as appropriate to renew the

Board (see the “Governance, Nominating and Compensation Committee” section in this Statement of Corporate Governance Practices

for further information on BAM’s process to identify candidates for election to the Board). Assuming all director nominees are elected

at the meeting, eight of the 12 directors will have been on the Board since BAM’s inception in December 2022.

Board Diversity Policy

BAM is committed to enhancing the diversity of

the Board. Our deep roots in many global jurisdictions inform our perspective on diversity and our view that the Board should reflect

a diversity of backgrounds relevant to its strategic priorities. This includes (but is not limited to) such factors as diversity based

on gender, race and ethnicity, as well as diversity of business expertise and international experience.

To achieve the Board’s diversity goals, it has adopted the following

written policy:

· Board

appointments will be based on merit, having due regard for the benefits of diversity on the Board, so that each nominee possesses the

necessary skills, knowledge and experience to serve effectively as a director;

· In

the director identification and selection process, diversity on the Board, including the factors referenced above, will influence succession

planning and be a key criterion in identifying and nominating new candidates for election to the Board; and

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· The

Board has an ongoing gender diversity target of ensuring at least 30% of directors are women.

The Board reflects a diversity of gender, ethnic

and racial backgrounds. Of the 12 directors, two directors self-identify as ethnically diverse and four are women. Therefore, if all of

the director nominees are elected at the meeting, 17% of the Board will continue to be ethnically diverse, and 50% of the independent

directors and approximately 33% of the entire Board will be women, as shown in the gender metrics table below for the director nominees.

Women on the Board

Number

Percentage

Minimum Target

Target Met

Percentage

33%

30%

Met

The GNCC is responsible for implementing the Board

diversity policy, monitoring progress towards the achievement of its objectives and recommending to the Board any necessary changes that

should be made to the policy.

Director Share Ownership Guidelines

The Charter of Expectations sets forth share ownership

requirements of directors, which are in place because BAM believes that directors can better represent shareholders if they have economic

exposure to BAM themselves. BAM requires that each director hold Class A Shares, Restricted Shares and/or Deferred Share Units (“DSUs”)

having, in the aggregate, a value equal to at least two times the director’s annual retainer fee (“Annual Retainer”),

as determined by the Board from time to time. New directors have six years from the date of joining the Board to achieve this minimum

economic ownership requirement. All directors are required to take one-third of their Annual Retainer in the form of DSUs.

Director Orientation

BAM’s director orientation program consists

of private educational sessions with members of senior management and a comprehensive orientation package. These sessions include information

on BAM’s various businesses, its culture, its corporate governance practices, its approach to sustainability matters and risk management,

as well as information regarding the Board and Committees framework in place to manage BAM’s affairs and oversee management. Each

new director is informed of the expectations that will be placed on them and the commitment they will be asked to make to BAM.

Director Education and Site Visits

BAM provides regular continuing education for

directors. Time is set aside at all regularly scheduled Board meetings for presentations on different areas of BAM’s businesses,

led by executives responsible for or familiar with these operations. On a rotating basis, directors are provided with an in-depth analysis

of a business unit of BAM in order to further educate the directors about BAM and its business activities. Directors also receive presentations

on new developments and trends in corporate governance and director fiduciary duties as appropriate.

Director dinners, with select management present,

are held before or immediately following all regularly scheduled Board meetings, and director education is provided at these dinners by

way of presentations on areas relevant to BAM’s business. These presentations increase director knowledge of various business activities

and initiatives. Often more junior executives are invited to Board dinners in order to provide directors with exposure to the next generation

of executives and better enable the Board to assess BAM’s bench strength from a succession standpoint.

BAM’s quarterly Board materials include

a general market report which incorporates detailed information on developed and emerging economies. As well, throughout the course of

the year, the directors are privy to a number of educational sessions as part of the Board and Committee meetings and outside of such

meetings, attend BAM’s “Director Education Series”. To date, BAM has held educational sessions on topics including SEC

and regulatory compliance, renewable energy and impact investing, and artificial intelligence.

BAM has undertaken to provide off-site visits

for the Board to BAM’s business operations and other relevant destinations in key markets outside of New York and London, where

regularly scheduled Board meetings are normally held. These off-site visits will be designed to provide an opportunity for directors to

gain direct exposure to BAM’s operations and a more detailed understanding of its asset management operations. Off-site visits also

offer directors an opportunity to meet and assess BAM’s regional leadership in these markets.

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Director Commitments

The GNCC monitors the demands placed on each director’s

time and attention outside of their service on the Board. This includes, among other things, reviewing the number of other public company

boards that a director sits on to ensure that no director has excessive commitments to other public companies that may result in a reduced

ability for the director to provide effective oversight as a Board member. In this regard, each director is required to notify the Chair

prior to accepting a directorship at another public company.

The view of the GNCC is that a policy limiting

the number of other public company boards that a director can sit on is overly prescriptive and would unnecessarily limit our pool of

candidate directors. Instead, the GNCC’s philosophy is to consider all outside commitments of a director in context and make a determination

whether each director is able to serve effectively on behalf of BAM’s shareholders. The GNCC has determined that all director nominees

are able to devote the time and attention required to provide effective oversight as a Board member.

Interlocking Directorships

The GNCC monitors interlocking board and committee

memberships among all directors. Board interlocks exist when two directors of one public company sit on the board of another company and

committee interlocks exist when two directors sit together on another board and are also members of the same board committee. There are

currently no interlocking board or committee memberships among the directors of BAM.

Committees of the Board

The Committees of the Board assist in the effective

functioning of the Board and help ensure that the views of independent directors are effectively represented:

· Audit

Committee; and

· GNCC.

The responsibilities of these Committees are

each set out in written Charters, which are reviewed and approved annually by the Board. The Charter of each Committee, which includes

the position description of its respective Committee Chair, can be found on BAM’s website, https://bam.brookfield.com under

“Governance—Governance Documents”. It is the Board’s policy that the Committees must consist entirely of independent

directors. Special committees may be formed from time to time to review particular matters or transactions. While the Board retains overall

responsibility for corporate governance matters, each Committee has specific responsibilities for certain aspects of corporate governance

in addition to its other responsibilities, as described below.

Audit Committee

The Audit Committee is responsible for monitoring

BAM’s systems and procedures for financial reporting and associated internal controls, and the performance of BAM’s external

and internal auditors. It is responsible for reviewing certain public disclosure documents before their approval by the full Board and

release to the public, such as BAM’s quarterly and annual financial statements and management’s discussion and analysis. The

Audit Committee is also responsible for recommending the independent registered public accounting firm to be nominated for appointment

as the external auditor, and for approving the assignment of any non-audit work to be performed by the external auditor, subject to the

Audit Committee’s Audit Policy. The Audit Committee meets regularly in private session with BAM’s external auditor and internal

auditors, without management present, to discuss and review specific issues as appropriate. The Audit Committee met four times in 2025.

In addition to being independent directors as

described above, all members of the Audit Committee must meet an additional “independence” test under the Sarbanes-Oxley Act

and Canadian securities laws, in that their directors’ fees must be and are the only compensation they receive, directly or indirectly,

from BAM. Further, the Audit Committee requires that all its members disclose any form of association with a present or former internal

or external auditor of BAM to the Board for a determination as to whether this association affects the independent status of the director.

As at February 23, 2026, the Audit Committee

was comprised of the following three directors: Mr. Coutu (Chair) and Mses. Braly and Gilbert, all of whom are independent directors

and were members of the Audit Committee throughout 2025, except for Ms. Braly, who was appointed to the Audit Committee effective

March 17, 2025. The Board has determined that all of

2026 MANAGEMENT INFORMATION CIRCULAR/ 26

these directors are independent for Audit Committee

service and financially literate in accordance with the rules of the NYSE, and that Mr. Coutu is qualified as an “audit

committee financial expert” as defined under the Exchange Act. Mr. Coutu has a Master of Business Administration and over 27

years of experience in investment banking and corporate finance. He is the former President and CEO of Canadian Oil Sands Limited, and

former Chief Financial Officer of Gulf Canada Resources Limited. Ms. Braly is the former CEO, President and Chair of the Board of

WellPoint, Inc. and has extensive audit committee experience, including having served on the audit committees of BN and The Procter &

Gamble Company. Ms. Gilbert has a Master of Business Administration from Columbia Business School and is a Chartered Financial Analyst

(“CFA”) and Chartered Alternative Investments Analyst charterholder. Ms. Gilbert has over 20 years of professional experience

in the asset management business and is the Chair of the Glasgow Financial Alliance for Net Zero’s Advisory Panel of technical experts,

as well as a member of its CEO Principals Group and serves as Chair of the Investment Committees of both the David Rockefeller Fund and

the Synergos Institute.

Governance, Nominating and Compensation Committee

It is the responsibility of the GNCC, in consultation

with the Chair, to assess from time to time the size and composition of the Board and its Committees; to review the effectiveness of the

Board’s operations and its relations with management; to assess the performance of the Board, its Committees and individual directors;

to review BAM’s statement of corporate governance practices and to review and recommend the directors’ compensation. The GNCC

met three times in 2025, consisting of three regular meetings.

The Board has in place a formal procedure for

evaluating the performance of the Board, its Committees and individual directors – the GNCC reviews the performance of the Board,

its Committees and the contribution of individual directors on an annual basis (see the “Board, Committee and Director Evaluation”

section in this Statement of Corporate Governance Practices for further information on the annual director evaluation process).

The GNCC is also responsible for reviewing the

credentials of proposed nominees for election or appointment to the Board and for recommending candidates for Board membership, including

the candidates proposed to be nominated for election to the Board at the annual meeting of shareholders. To do this, the GNCC maintains

an “evergreen” list of candidates to ensure outstanding candidates with needed skills can be quickly identified to fill planned

or unplanned vacancies. Candidates are assessed in relation to the criteria established by the Board to ensure that the Board has the

appropriate mix of talent, quality, skills, diversity, perspectives and other requirements necessary to promote sound governance and Board

effectiveness. The GNCC is also responsible for overseeing BAM’s approach to sustainability matters, which includes a review of

their sustainability initiatives and any material disclosures regarding sustainability matters.

The GNCC reviews, at least once a year, the composition

of the Committees to ensure that Committee membership complies with the relevant governance guidelines, that the workload for independent

directors is balanced, and that Committee positions are rotated as appropriate. In doing so, the GNCC consults with the Chair and makes

recommendations to the Board, which appoints Committee members.

The GNCC is also responsible for reviewing and

reporting to the Board on management resource matters for BAM, including ensuring a diverse pool for succession planning, the job descriptions

and annual objectives of senior executives, the form of executive compensation in general, including an assessment of the risks associated

with the compensation plans and the levels of compensation of the CEO and other senior executives. The compensation of BAM’s CEO

is set by the GNCC. The GNCC also reviews the performance of senior management against written objectives and reports thereon. In addition,

the GNCC is responsible for reviewing any allegations of workplace misconduct claims that are brought to the Committee’s attention

through BAM’s ethics hotline, a referral from BAM’s human resources department, or otherwise.

In reviewing BAM’s compensation policies

and practices each year, the GNCC will seek to ensure the executive compensation program provides an appropriate balance of risk and reward

consistent with the company’s risk profile. The GNCC will also seek to ensure BAM and our asset management business’ compensation

practices do not encourage excessive risk-taking behavior by the senior management team. The participation in long-term incentive plans

is intended to discourage executives from taking excessive risks in order to achieve short-term unsustainable performance.

All members of the GNCC meet the standard director

independence test in that they have no relationship which could, in the view of the Board, be reasonably expected to interfere with the

exercise of their independent judgment. The Board has adopted a heightened test of independence for all members of the GNCC, which entails

that the Board has determined that no

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GNCC member has a relationship with senior management

that would impair the member’s ability to make independent judgments about BAM’s executive compensation. This additional independence

test complies with the test in the listing standards of the NYSE. Additionally, the GNCC evaluates the independence of any advisor it

retains in order to comply with the aforementioned NYSE listing standards.

In addition, on an annual basis, the GNCC reviews

and recommends for approval to the Board, a number of BAM’s conduct guidelines and corporate policies, including the Code of Business

Conduct and Ethics (the “Code of Conduct”) and guidelines which apply to BAM’s directors, officers and employees as

well BAM’s investment and capital markets activities, including the thresholds and other criteria governing when such activities

can be approved by management and when Board approval is required.

As at February 23, 2026, the GNCC was comprised

of the following four directors: Mses. Garfield (Chair), Gilbert and Noble and Mr. Cutler, all of whom are independent directors

and were members of the GNCC throughout 2025, except for Mr. Cutler, who was appointed to the GNCC effective March 17, 2025.

Reporting

Each Committee Chair provides a report to the

Board following a meeting of their Committee. A Committee’s report to the Board provides a review of the matters that came before

the Committee during its meeting, a summary of any decisions that the Committee made, and any other information that the Committee deems

relevant. Additionally, as part of the Committee’s report, the Committee will recommend any resolutions that it proposes for adoption

by the Board. On an annual basis, each Committee provides a report to shareholders highlighting its work and achievements during the prior

year.

Board, Committee and Director Evaluation

The Board believes that a regular and formal process

of evaluation improves the performance of the Board as a whole, the Committees and individual directors. Each year, a survey is sent to

independent directors inviting comments and suggestions on areas for improving the effectiveness of the Board and its Committees. The

results of this survey are reviewed by the GNCC, which makes recommendations to the Board as required. Each independent director also

receives a self-assessment questionnaire and all directors are required to complete a skill-set evaluation which is used by the GNCC for

planning purposes.

The Chair or the Lead Independent Director holds

private interviews with each non-management director annually to discuss the operations of the Board and its Committees, and to provide

any feedback on individual director’s contributions. This interview process also includes a peer review, where each director provides

feedback to the Chair or the Lead Independent Director on the performance of their colleagues on the Board. The Chair or the Lead Independent

Director reports on these interviews to the GNCC as a basis for recommending to the Board measures to improve individual director performance

and the overall effectiveness of the Board.

Board and Management Responsibilities

Lead Independent Director

BAM has a separate Chair and CEO. The Chair is

Mr. Flatt and the CEO is Mr. Teskey. Since the Board has not appointed an independent Chair, the Board has appointed Mr. Coutu

as Lead Independent Director. The Board has adopted written position descriptions for each of the Chair, the Lead Independent Director

and CEO, which are summarized below, as well as position descriptions for each Committee Chair. These position descriptions are reviewed

annually by the Board and posted on BAM’s website, https://bam.brookfield.com under “Governance—Governance Documents”.

The Chair manages the business of the Board and

ensures that the functions identified in the Board’s Charter are being carried out effectively by the Board and its Committees.

In addition, the Chair is responsible for: approving the agenda for each Board meeting after consultation with the CEO, CFO and Corporate

Secretary; ensuring directors receive the information required to perform their duties; ensuring an appropriate committee structure is

in place; providing an evaluation system to assess the performance of the Board as a whole, the Committees and individual directors; and

working with the CEO and senior management of BAM in monitoring progress on strategic planning, policy implementation and succession planning.

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The Lead Independent Director is generally responsible

for facilitating the functioning of the Board independent of management and the non-independent Chair. The responsibilities of the Lead

Independent Director include: maintaining and enhancing the quality of corporate governance; coordinating the activities of the other

independent directors; consulting and communicating directly with shareholders of BAM and other stakeholders, when appropriate; presiding

over all private sessions of BAM’s independent and unaffiliated directors and ensuring that matters raised during these meetings

are reviewed with the CEO and Chair and acted upon in a timely fashion; providing leadership to the Board if circumstances arise in which

the Chair may be, or may be perceived to be, in conflict, in responding to any reported conflicts of interest, or potential conflicts

of interest, arising for any director; and calling meetings of the independent directors, if necessary.

The CEO provides leadership to BAM and, subject

to approved policies and direction by the Board, manages the business and affairs of BAM and oversees the execution of its strategic plan.

In addition, the CEO is responsible for the following functions: presenting to the Board for approval an annual strategic plan for BAM;

presenting to the Board for approval BAM’s capital and operating plans on an ongoing basis; acting as the primary spokesperson for

BAM; presenting to the Board for approval an annual assessment of senior management and succession plans; appointing or terminating senior

executives of BAM; setting the direction for BAM’s approach to sustainability within its corporate and asset management activities;

and, together with the CFO, establishing and maintaining controls and procedures appropriate to ensure the accuracy and integrity of BAM’s

financial reporting and public disclosures.

Management’s Relationship to the Board

BAM’s senior management team reports to

and is accountable to the Board. Members of management attend Board meetings at the invitation of the Chair, and Committee meetings at

the invitation of the respective Committee Chairs.

The information provided by management to directors

is critical to Board effectiveness. In addition to the reports presented to the Board and its Committees at meetings, the directors are

also kept informed by management on a timely basis of corporate developments and key decisions taken by management in pursuing corporate

objectives. The directors annually evaluate the quality, completeness and timeliness of information provided by management to the Board.

Strategic Planning

The Board oversees BAM’s strategy to be

a leading global alternative asset manager across infrastructure, energy, private equity, real estate, and credit. To facilitate this

strategy, BAM develops an annual business plan to ensure the compatibility of shareholder, Board and management views on BAM’s strategic

direction and performance targets, and the effective use of shareholder capital. The Board meets once a year at an annual strategy session,

typically during the early part of the fourth quarter, to review the strategic initiatives and annual business plan submitted by senior

management. Material proposed deviations from the approved annual business plan are reported to and considered by the Board.

At the Board’s annual strategy session,

the Board reviews BAM’s business model, which is to grow fee-related earnings and distributable earnings by raising and managing

Fee-Bearing Capital in various forms from institutional and public market investors.4

BAM is able to raise capital by creating new investment strategies that help its clients meet their financial objectives and by generating

attractive risk-adjusted returns for its clients. In order to deliver strong performance returns on its funds, BAM utilizes its global

reach to identify and acquire high quality assets at favorable valuations, finance them prudently, and then seek to enhance the cash

flows and values of these assets through established operating business groups. BAM’s strategic plan is designed to achieve attractive

long-term total returns for shareholders while minimizing risk and enhancing value across our various stakeholder groups in the best

interests of BAM. At the annual strategy session, the Board evaluates the strategic plan and management’s annual accomplishments

versus the corporate objectives set forth in the plan.

Time is spent at each Board meeting discussing

BAM’s strategy with management in the context of corporate opportunities and strategic initiatives across the organization. On a

quarterly basis, the Board reviews the current global economic climate as applicable to BAM and its business, based on which adjustments

to BAM’s strategy may be considered.

4 Fee-related

earnings, distributable earnings and fee-bearing capital are non-GAAP measures. See the “Cautionary Statement Regarding the Use

of Non-GAAP Measures and Forward-Looking Statements” on page 65 of this Circular.

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Risk Management Oversight

Managing risk is an integral part of the Board’s

activities. BAM has established a risk management framework for managing risks across the organization and the Board plays a central role

in overseeing a disciplined and focused approach to risk management.

Given the diversification and scope of BAM’s

operations, BAM seeks to ensure that risk is managed as close to its source as possible, and by management teams that have direct and

ongoing knowledge and expertise in the business or risk area. As such, business specific risks are generally managed at the business unit

level, as the risks of each business vary based on its unique nature and operational characteristics. At the same time, BAM utilizes a

coordinated approach to risks with the potential to impact the asset management business as a whole, as well as risks that tend to be

more pervasive and correlated in their impact across the organization. A coordinated approach is also emphasized where management can

bring together specialized knowledge to better manage such risks.

At least quarterly, management reports to the

Board and its Committees on developments and progress made on strategies for managing key risks.

The Board has governance oversight for risk management

with a focus on the more significant risks facing BAM, and builds upon management’s risk assessment processes. The Board has delegated

responsibility for the oversight of specific categories of risks to its Committees as follows:

Audit Committee

Oversees the management of risks related to BAM’s

systems and procedures for financial reporting, as well as for associated audit processes (both internal and external). Part of the

Audit Committee’s responsibilities is the review and approval of the internal audit plan, which is designed to ensure alignment

with risk management activities and organizational priorities.

Governance, Nominating and Compensation Committee

Oversees the management of risks related to BAM’s

governance structure and management resource matters, including the effectiveness of Board and Committee activities and potential conflicts

of interest, succession planning, executive compensation, and the roles and annual objectives of senior executives, as well as performance

against those objectives.

Related Party Transactions

Pursuant to its charter, the GNCC is responsible

for reviewing and conducting oversight of all significant related party transactions involving BAM and situations involving a potential

conflict of interest, which includes transactions between BAM and an executive officer, director, principal shareholder or their immediate

family members. The GNCC is also responsible for ensuring that no related party transaction entered into is inconsistent with the interests

of BAM and its shareholders. Where a related party transaction or situation involving a potential conflict of interest is required to

be dealt with by an independent special committee pursuant to applicable securities laws, BAM will form such a committee. See “Governance,

Nominating and Compensation Committee” on page 27 of this Circular for more information about the GNCC.

Sustainability

Sustainability at Brookfield

We believe that value creation and sustainable

business practices are complementary goals. Drawing on more than 100 years of experience as an owner and operator, we invest for value

and seek to generate strong risk-adjusted returns for our clients across economic cycles. Our investment strategy has remained consistent

throughout our history—we focus on utilizing our operational expertise to enhance long-term value through strategic and operational

improvements within our operating businesses and portfolio companies.

Our Sustainability Policy codifies our longstanding

strategy of integrating sustainability considerations into decision-making. It is based on the following guiding principles: mitigating

the impact of our operations on the environment; striving to promote the well-being and safety of our workforce; upholding strong governance

practices and acting as good corporate citizens.

2026 MANAGEMENT INFORMATION CIRCULAR/ 30

For further information, we publish on our website

an annual sustainability report, which provides details about our approach to integrating sustainability across our business. Our disclosures

consider the Sustainability Accounting Standards Board (SASB) and Global Reporting Initiative (GRI) standards, and are aligned with the

Task Force on Climate-related Financial Disclosures (TCFD) recommendations.

Sustainability Organization and Governance

Our Board oversees our business, including reviewing

major strategic initiatives and receiving progress reports on the firm’s sustainability initiatives throughout the year.

Our approach to sustainability has sponsorship

and oversight from the CEOs and sustainability leads of each business group, supported by senior executives. Functional leaders (i.e.,

Technology Services and Human Resources) are responsible for developing, implementing and monitoring relevant sustainability factors within

their functional area.

Integrating Sustainability into Our Investment Process

As part of our due diligence over investments

where we have control or significant influence, we seek to assess sustainability-related opportunities and risks and factor them into

the overall investment decision. This includes leveraging industry guidance to identify sustainability factors most likely to materially

impact the financial condition or operating performance of companies in a given sector.

Our Sustainability Due Diligence Protocol provides

guidance to investment teams on assessing bribery and corruption, cybersecurity, health and safety, human rights, modern slavery and climate-related

risks, among other factors. Where warranted, we perform deeper due diligence, working with internal and third-party experts, as appropriate.

Investments, other than de minimis or follow on

investments, must be approved by the applicable Investment Committee. Investment teams present the Investment Committee with the merits

of each transaction, its material risks, mitigants and significant opportunities for improvement, including sustainability aspects and

their potential implications, if any, for investment returns. As part of each acquisition, investment teams develop a customized integration

plan that encompasses, among other items, applicable sustainability-related matters for evaluation or implementation.

Consistent with our management approach, it is

the responsibility of management teams within each portfolio company to manage sustainability opportunities and risks through the investment’s

life cycle, supported by our relevant investment teams. Management teams regularly report to their respective boards of directors from

both financial and operating perspectives, including key performance indicators that incorporate material sustainability factors.

When preparing an asset for divestiture, we seek

to outline potential value creation deriving from several different factors, including relevant sustainability considerations.

Human Capital Development

Our people are our most important asset. The core

values of collaboration, entrepreneurship and discipline underpin our firmwide culture. We invest in our people and prepare them for future

leadership. Our firmwide culture, from our dealings with clients to the interactions among employees and executives, is defined by mutual

respect, teamwork and passion, and revolves around our core values:

· Collaboration:

Leadership works side by side with colleagues throughout the organization and is committed to achieving shared success. One of the key

attributes that we screen carefully for in new hires is their aptitude to collaborate with others. The firm wants people to share information

across groups and take an interest in all the businesses, not just the one they happen to work for at any particular point in time. We

do not hire people just for a specific job; we hire for the potential of all the future positions they might hold and that will contribute

to the broader success of the firm.

· Entrepreneurship:

Our flat organization is results-oriented—responsibility is earned based on initiative and hard work, rather than job title—and

decisions are made close to the action. This principle is not uncommon, but we have encouraged our entrepreneurial spirit throughout

our growth. We look for employees who have a passion not only for what they do but also for what the firm does. The shared values of

ownership extend beyond helping the company succeed or generate more revenue. It means caring about the little things as well, such as

not wasting money and treating everyone with respect.

2026 MANAGEMENT INFORMATION CIRCULAR/ 31

· Discipline:

Our team shares an awareness of, and commitment to, our goal of generating superior long-term returns for investors. We maintain rigorous

investment discipline, focusing on high-quality assets that we operate and enhance as if we intend to own them indefinitely. Discipline

also requires that each person is expected to have a realistic understanding of his or her own abilities. We expect employees to understand

their strengths, recognize their weaknesses, be willing to stretch outside their comfort zones, and be willing to ask for help when necessary.

Employee Composition

We are committed to a hiring process that is objective,

nondiscriminatory and in compliance with all applicable legislation and good governance. It is grounded in our commitment to provide equal

employment opportunities with the objective of attracting the most qualified talent to our business. We proactively recruit people who

align with the attributes of a Brookfield leader and have the potential to develop within our organization. Our succession process focuses

on the development of early career candidates through stretch roles and exposure.

The composition and makeup of our employee base

is indicative of our focus that, as we grow, our people reflect the communities in which we operate. We recognize that a workforce encompassing

a variety of backgrounds is critical to our success. A diverse workforce not only reinforces our core principles of long-term focus, alignment

of interests, and collaboration, but also provides for a more dynamic and interesting work environment. Our global employees self-identify

their ethnicity; the below results demonstrate our state of diversity as at December 31, 2025. These figures exclude employees who

will transition to Brookfield upon completion of the Oaktree acquisition and operating employees.

Global Ethnic Diversity Metrics

White

45%

Asian

37%

Black

Hispanic

Two or More Races/Other

Did Not Respond or Declined to Self-Identify

Communication and Disclosure Policies

BAM has a disclosure policy (the “Disclosure

Policy”) that summarizes its policies and practices regarding public disclosures of information to investors, analysts and the

media. The Disclosure Policy ensures that BAM’s communications with the investment community are timely, consistent and in compliance

with all applicable securities legislation. The Disclosure Policy is reviewed annually by the Board and is posted on BAM’s website,

https://bam.brookfield.com under “Governance— Governance Documents”.

BAM keeps its shareholders informed of progress

and developments through a comprehensive annual report, quarterly interim reports and periodic news releases. BAM’s website provides

summary information and ready access to its published reports, news releases, statutory filings and supplementary information provided

to analysts and investors. BAM may, subject to applicable securities laws, disseminate important information exclusively via its website

and shareholders and others should consult the website to access this information regarding BAM and its affairs.

Management and shareholders participate in person

at the annual meeting of shareholders and the annual investor day in New York (“Investor Day”), and management is available

to respond to questions at these events. At Investor Day, management makes presentations to shareholders, investors and analysts on our

recent performance, our plans for the future and our prospects. Shareholders who wish to contact the Chair or other Board members can

do so through the Corporate Secretary of BAM by phone at 1-866-989-0311 or by email at bam.enquiries@brookfield.com.

BAM also maintains an investor relations program

to respond to inquiries in a timely manner. Management meets on a regular basis with investors and investment analysts and hosts quarterly

conference calls by webcast to discuss BAM’s financial results, with a transcript of these calls posted on BAM’s website.

Management ensures that the media are kept informed of developments on a timely basis and have an opportunity to meet and discuss these

developments with BAM’s designated spokespersons.

2026 MANAGEMENT INFORMATION CIRCULAR/ 32

Code of Business Conduct and Ethics

BAM’s policy is that all its activities

be conducted with honesty and integrity and in compliance with all applicable legal and regulatory requirements. To that end, BAM maintains

the Code of Conduct and a Positive Work Environment Policy, which is incorporated into the Code of Conduct. Together, these policies set

out the guidelines and principles for how directors and employees should conduct themselves as members of the BAM team. Preserving our

corporate culture is vital to the organization and following the Code of Conduct, including our Positive Work Environment Policy, is a

critical component of achieving this.

All directors, officers and employees of BAM are

required to provide a written acknowledgment upon joining that they are familiar with and will comply with the Code of Conduct. All directors,

officers and employees of BAM are required to provide this same acknowledgment annually. The Board annually reviews the Code of Conduct

to consider whether to approve changes in BAM’s standards and practices. Compliance with the Code of Conduct is monitored by the

Board through the Audit Committee, which receives regular reports on any non-compliance issues from BAM’s internal auditors.

The Code of Conduct is available on BAM’s

website, https://bam.brookfield.com under “Governance—Governance Documents” and has been filed on EDGAR at www.sec.gov/edgar

and SEDAR+ at www.sedarplus.ca.

2026 MANAGEMENT INFORMATION CIRCULAR/ 33

Report of the Audit Committee

The following is a summary of the Audit Committee’s work

during 2025, in accordance with its Charter:

Financial Reporting

ü     Reviewed the annual and

interim financial statements, external auditor’s reports, management’s discussion and analysis, supplemental information,

financial news releases, officer certifications and all other disclosure documents containing material audited or unaudited financial

information for BAM, as applicable

ü     Reviewed

reports related to, and monitored the effectiveness of, disclosure controls, systems and procedures and internal controls over financial

statements and reporting

ü     Received presentations

from management on areas relevant to the Audit Committee’s oversight of financial reporting and the role of the Audit Committee

in reviewing consolidated financial information of BAM

ü     Remained

responsible for the review of reports related to any allegations of financial reporting fraud or misconduct reported through BAM’s

ethics hotline or otherwise, including those reported by employees of wholly owned or controlled operating businesses

External Auditor

ü     Recommended

the firm of chartered accountants to be nominated for appointment as the external auditor by BAM’s shareholders

ü     Evaluated the external

auditor’s performance and monitored the quality and effectiveness of the relationship among the external auditor, management and

the Audit Committee

ü     Reviewed and approved

proposed external audit engagement and fees for the year

ü     Monitored the independence

of the external auditor and received the external auditor’s report on its independence

ü     Reviewed

the planned scope of the audit, the areas of special emphasis and the materiality thresholds proposed to be employed

ü     Approved the Audit Policy

governing the pre-approval of audit and non-audit services provided by the external auditor to BAM, and its subsidiaries and the ratification

of services delivered

ü     Reviewed

reports from the external auditor on internal control issues identified in the course of its audit and attestation activities

ü     Met with the external

auditor in private sessions after each Audit Committee meeting without management present

Internal Auditors

ü     Reviewed the quarterly

activities and reports of the internal auditors, including completed audits, follow-up plans for outstanding matters raised and other

priorities

ü     Received a report of BAM’s

plan to comply with the provisions of the Sarbanes-Oxley Act

ü     Reviewed the performance

of the internal auditors

ü     Reviewed and approved

the internal auditors’ audit plan

ü     Met independently with

the internal auditors

Financial Literacy of Audit Committee Members

ü     Assessed the financial

literacy of each Audit Committee member

MANDATE

The Audit Committee oversees BAM’s financial reporting and disclosure,

and compliance with applicable laws and regulations governing financial reporting and disclosure.

The Audit Committee Charter and the Audit Committee Chair’s

position description are available at https://bam.brookfield.com under “Governance— Governance Documents.”

2026 MANAGEMENT INFORMATION CIRCULAR/ 34

Other Duties and Responsibilities

ü     Reviewed and approved

the Charter of the Audit Committee and the internal auditors

ü     Reviewed and approved

the Report of the Audit Committee included in this Circular

ü     Reviewed the Audit Committee’s

annual work program

ü     Monitored the governance

and control activities of BAM related to the responsibilities of the Audit Committee

ü     Reviewed and approved

the company’s quarterly valuation analysis in respect of the United States Investment Company Act of 1940

ü     Reviewed senior management’s

expenses

ü     Monitored the quality

of BAM’s finance function and its alignment with the scale and breadth of BAM’s business

ü     Met privately as an Audit

Committee after every meeting

MEMBERSHIP

Marcel R. Coutu, Chair

Angela F. Braly (joined on March 17, 2025)

Nili Gilbert

FINANCIAL LITERACY

All members are “financially literate” as required by the CSA and Mr. Coutu is a “designated

financial expert”.

INDEPENDENCE All members meet Board-approved independence standards which are derived from the CSA corporate governance guidelines.

For more information about the Audit

Committee as required by Part 5 of NI 52-110, see the “Audit Committee” section on page 141 of the Annual Report,

which is available on EDGAR at www.sec.gov/edgar and

SEDAR+ at www.sedarplus.ca.

Auditor’s Fees

See page 18 of this Circular for

a description of the fees that Deloitte received for services rendered during the year ended December 31,

2025.

The Audit Committee met four times in 2025. In addition, the Chair

of the Audit Committee met regularly with the external auditor, the internal auditors and management.

This report has been adopted and approved by the Audit Committee:

Marcel R. Coutu, Chair,

Angela F. Braly and Nili Gilbert.

2026 MANAGEMENT INFORMATION CIRCULAR/ 35

Report of the Governance, Nominating and Compensation Committee

The following is a summary of the GNCC’s work during 2025, in

accordance with its Charter:

Composition and Performance of the Board and its Committees

(i) Director Nominations

ü     Reviewed

the size, composition and diversity of the Board and its Committees

ü     Reviewed

the competencies and skills represented on the Board and the skills required of directors and the Board as a whole

ü     Approved

12 director nominees for election by the shareholders at the 2025 meeting of shareholders and recommended them to the Board

(ii) Evaluation of the Board, its Committees and Individual

Directors

ü     Reviewed

the process for evaluating the performance of the Board and the individual directors

ü     Reviewed

and approved the current director appointments to the Committees

Director Compensation

ü     Reviewed

compensation paid to the independent directors

Corporate Governance

ü     Set

the Board Work Plan for 2025

ü     Evaluated

and recommended enhancements to BAM’s governance practices

ü     Determined

the executive officers of BAM

ü     Reviewed,

evaluated, and recommended for approval BAM’s Code of Business Conduct and Ethics, Clawback Policy, Disclosure Policy, Personal

Trading Policy, Majority Voting Policy, Board and Committee Charters, the Board Position Descriptions and the Charter of Director Expectations

Sustainability Matters

ü     Oversaw

BAM’s approach to sustainability matters within its corporate and asset management activities, and reviewed and approved the Committee’s

Sustainability Work Plan

ü     Updated

the Board on sustainability matters as necessary

ü     Monitored

developments of international trends and best practices in corporate disclosure of sustainability matters

ü     Reviewed

and assessed BAM’s corporate responsibility strategy for sustainability matters and related reporting

Succession Planning

ü     Reviewed

and assessed BAM’s management resource planning program

ü     Reviewed

and assessed senior executive performance

ü     Assessed

senior executive succession candidates

ü     Reviewed

BAM’s diversity and high-potential executive development initiatives

ü     Reviewed

BAM’s diversity and inclusion strategy, initiatives and progress

Executive Compensation Philosophy

ü     Reviewed

BAM’s compensation philosophy

ü     Reviewed

BAM’s compensation policies related to alignment of interests between its executives and the shareholders

ü     Assessed

the alignment of interests of senior management through equity ownership with the creation of shareholder value over the long-term

ü     Assessed

the risks associated with BAM’s compensation approach, policies and practices

Appointment

and Compensation of Senior Management

ü     Reviewed

and approved the compensation of senior management

ü     Evaluated

the Annual Management Incentive Plan and Long-Term Share Ownership Plans and reviewed the value outstanding in these plans

ü     Reviewed

and approved the (i) Annual Management Incentive Plan awards and (ii) Long-Term Share Ownership Plan awards, and reviewed the

future value of payouts related to share ownership awards made to senior management assuming various performance scenarios

MANDATE

The GNCC oversees BAM’s approach to corporate governance.

The Governance Committee Charter and the Governance Committee

Chair’s position description are available at https://bam.brookfield.com under “Governance— Governance Documents.”

2026 MANAGEMENT INFORMATION CIRCULAR/ 36

CEO Performance, Evaluation and Compensation

ü     Evaluated

the CEO’s performance

ü     Reviewed

and approved the compensation of the CEO

ü     Reviewed

the priorities for the CEO

MEMBERSHIP

Olivia (Liv) Garfield, Chair

Scott Cutler (joined on March 17, 2025)

Nili Gilbert

Diana Noble

INDEPENDENCE All members meet Board-approved independence standards which are derived from the CSA corporate governance guidelines.

The GNCC met three times in 2025.

This report has been adopted and approved by the members of the Governance

Committee:

Olivia (Liv) Garfield, Chair, Scott Cutler, Nili Gilbert and

Diana Noble

2026 MANAGEMENT INFORMATION CIRCULAR/ 37

PART FOUR - DIRECTOR COMPENSATION AND EQUITY OWNERSHIP

Director Compensation

Compensation Elements

The compensation program of the Board for the 2025 fiscal year was

as follows:

Compensation

Elements

Amount

Comments

Director Retainer

250,000

Lead Independent Director Retainer

—

No additional compensation is

received by the director serving in the capacity of Lead Independent Director.

Audit Committee Chair Retainer

35,000

GNCC Chair Retainer

15,000

Audit Committee Member Retainer (Non-Chair)

10,000

Travel

stipend – for non-residents of the New York City area

15,000

This

payment recognizes the time it takes these directors to travel long distances to attend all regularly scheduled meetings, and is

in addition to reimbursement for travel and other out-of-pocket expenses.

Members of management who serve as directors of BAM do not receive

any compensation in their capacity as directors.

The GNCC annually reviews the compensation paid

to the non-management directors, taking into account the complexity of BAM’s operations, the risks and responsibilities involved

in being a director of BAM, the requirement to participate in regularly scheduled and special Board meetings, expected participation

on Committees and the compensation paid to directors of comparable companies.

In 2025, the directors, excluding Messrs. Flatt,

Kingston, Madon, Blattman and Powell, collectively received annual director compensation having a total value of $1,885,104, excluding

all other compensation unrelated to Board membership. Directors’ compensation was comprised of cash and other compensation of $597,731

and DSUs of BAM valued at $1,287,373, which represented approximately 32% and 68%, respectively, of total compensation paid to these

directors during 2025.

Other than cash and DSU compensation set forth

in the prior paragraph, no other compensation was paid to non-management directors in relation to their Board membership.

2025 Director Compensation

The following table sets out compensation received

during 2025 by BAM’s directors(a):

Name

Board

Position

Fees Earned

in Cash

($)

Share-Based

Award

(DSUs)

($)(b)

Option-Based

Award /

Escrowed Shares

($)

All Other

Compensation

($)

Compensation

Total

($)(c)

Angela

F. Braly

—

217,708

—

217,708

Marcel

R. Coutu

Lead Independent Director and Audit Committee Chair

—

300,000

—

300,000

Scott

Cutler

99,375

104,896

204,271

Olivia

(Liv) Garfield

Chair of the GNCC

—

280,000

—

280,000

Nili

Gilbert

130,000

—

260,000

Keith

Johnson

—

265,000

—

265,000

Allison

Kirkby(d)

45,856

22,894

—

190,000

258,750

Diana

Noble

132,500

—

265,000

Satish

Rai

—

52,083

—

52,083

Total

407,731

1,287,373

—

190,000

1,885,104

2026 MANAGEMENT INFORMATION CIRCULAR/ 38

(a) Messrs. Flatt, Kingston, Madon,

Blattman and Powell did not receive any compensation in their capacity as directors of BAM.

For Messrs. Flatt, Kingston and Madon’s compensation as Named Executive Officers

(as defined in this Circular), see pages 58 to 60 of this Circular. Messrs. Powell

and Blattman received compensation in their capacity as employees of BAM. In total, the amounts

paid to these two employees was $1,485,000 in base salaries, $750,000 in cash bonuses and

$77,735 in annual retirement savings contributions and participation in the executive medical

program in 2025. Messrs. Powell and Blattman also received a total of $3,413,228 in

Restricted Shares or Escrowed Shares in 2025.

(b) The value of each DSU is equal to

the closing price of a Class A Share on the NYSE on the grant date of the DSU.

eligible directors of $15,000.

(d) “All Other Compensation”

includes amounts paid to Ms. Kirkby in her capacity as Senior Advisor to Brookfield’s

Infrastructure business.

Directors are also reimbursed for travel and

other out-of-pocket expenses incurred to attend Board or Committee meetings. During 2025, the directors, excluding Messrs. Flatt,

Kingston, Madon, Blattman and Powell, received an aggregate of $355,923 for reimbursement of such expenses.

The following tables set out information relating

to options and other share-based awards granted to directors, excluding Messrs. Flatt, Kingston and Madon, whose awards relate to

their roles as employees of BAM and is disclosed under “Compensation of Named Executive Officers” beginning on page 58

of this Circular.

Outstanding Share-Based Awards as at December 31, 2025 (Named

Executive Officer directors excluded)

The following table shows the number and market

value of vested DSUs awarded to and held by the BAM directors at December 31, 2025.

Share-Based Awards

Deferred Share Units

(DSUs)

Name

Number

of Vested DSUs (#)

Market

Value of Vested DSUs ($)(a)

Angela

F. Braly

18,652

977,203

Marcel

R. Coutu

52,442

2,747,459

Scott

Cutler

1,944

101,863

Olivia

(Liv) Garfield

21,470

1,124,809

Nili

Gilbert

9,985

523,117

Keith

Johnson

20,811

1,090,273

Diana

Noble

8,643

452,811

William

Powell

13,647

714,954

(a) The

market value is based on the closing price of a Class A Share on the TSX on December 31,

2025 of $52.39 (C$71.90 converted into U.S. dollars at the Bloomberg mid-market exchange

rate on that date of C$1.00 = US$0.7286) and $52.39 on the NYSE as applicable.

Outstanding Escrowed Shares as at December 31,

2025 (Named Executive Officer directors excluded)

The following table shows the

number and market value of Escrowed Shares awarded to and held by BAM directors at December 31, 2025:

Escrowed

Name

Number

of Vested Escrowed Shares

(#)(a)

Market

Value as at December 31, 2025

($)(b)

Barry

Blattman

313,179

7,123,914

(a) Mr. Blattman

has 10,567 unvested Escrowed Shares outstanding.

(b) The

value of the Escrowed Shares is equal to the value of the Class A Shares held by the Escrowed

Company less the net liabilities and preferred share obligations of the Escrowed Company.

Outstanding Options as at December 31, 2025 (Named Executive

Officer directors excluded)

The following table shows the number and market

value of unexercised options awarded to and held by the BAM directors at December 31, 2025.

2026 MANAGEMENT INFORMATION CIRCULAR/ 39

Options

Name

Number

of Securities

Underlying Unexercised

Option

(#)

Option

Exercise Price

($)

Option

Expiration Date

Market

Value of

Unexercised Options

December 31, 2025(b)

($)

William

Powell(a)

31,125

32.75

February

24, 2030

611,248

29,043

31.46

February 21, 2031

607,946

19,850

41.24

February 17, 2032

221,316

174,400

35.13

February

15, 2033

3,010,406

Total

254,418

4,450,916

(a) Mr.

Powell’s options were granted in his capacity as an employee of BAM.

(b) The

market value of the options is the amount by which the closing price of the Class A

Shares on December 31, 2025 exceeded the exercise price of the options. All values are

calculated using the closing price of the Class A Shares on December 31, 2025 on

the TSX and NYSE, as applicable. The closing price of the Class A Shares on the TSX

on December 31, 2025 was $52.39 (C$71.90 converted into U.S. dollars at the Bloomberg

mid-market exchange rate on that date of C$1.00 = US$0.7286) and on the NYSE was $52.39.

Equity Ownership of Directors

Director Share and DSU Ownership Requirements

The Board believes that its directors can better

represent BAM’s shareholders if they have an alignment of economic interest. Accordingly, directors are required to hold Class A

Shares, DSUs and/or Restricted Shares of BAM having a value of at least two times their aggregate annual retainer (the “Director

Share Ownership Guidelines”). This minimum ownership requirement is currently $500,000 for non-management directors. A director

must achieve this minimum ownership requirement within six years of joining the Board.

All independent directors are required to receive

at least 33.3% of their Annual Retainer in DSUs (see “Long-Term Share Ownership Plans” on page 49 of this Circular).

Subject to these requirements, all non-management directors have the option to receive their Annual Retainer in DSUs or cash.

Anti-Hedging Policy

In order to maintain the alignment of interests

between BAM and its directors, BAM generally prohibits all directors, including management and affiliated directors, from using derivatives

or other financial instruments to retain legal ownership of their shares or share units in BAM while reducing their exposure to changes

in BAM’s share price. Moreover, a director may not hold a short position in any security of BAM or its affiliates, either by way

of a short sale or by utilizing derivatives. This allows shareholders to determine a director’s true economic exposure to BAM’s

equity. Under limited circumstances, a director may be permitted to enter into a transaction that has the effect of hedging the economic

value of any direct or indirect interests held by the such director, but only to the extent that the transaction (i) is executed

and disclosed in full compliance with all applicable rules and regulations; (ii) has been approved by the CEO, President or

the CFO and, if appropriate, the GNCC; and (iii) is in respect of interests directly or indirectly held by such director in excess

of the interests that such director is required to hold under the Director Share Ownership Guidelines. To date, no director has hedged

the economic value of their direct or indirect interests in BAM.

Equity Ownership of Directors

The following table sets out the total number

of Class A Shares, DSUs and pro rata interest in Class A Shares held by the 12 proposed nominees for election to the Board

at the meeting. See pages 9 to 14 of this Circular for information on the individual equity ownership of the director nominees and

also ownership of the Partnership as described on page 6.

Holdings

As at March 10, 2026

Class

A Shares(a)

(#)

DSUs

(#)

Total

Class A Shares,

Pro Rata Interest in Class A Share

(#)

Total

24,617,355

199,328

24,816,683

(a) Includes

(i) the directors’ pro rata interests in Class A Shares held by PVI (on a consolidated

basis) and (ii) the directors’ Escrowed Shares, which also represent an indirect

pro rata interest in Class A Shares. The value of these indirect pro rata interests

is impacted by a number of factors including the terms of their ownership, the capital structure

of each company, the value of the Class A Shares held by each company and their net

liabilities and preferred share obligations.

2026 MANAGEMENT INFORMATION CIRCULAR/ 40

PART FIVE - COMPENSATION DISCUSSION AND ANALYSIS

TABLE OF CONTENTS

PART

FIVE

COMPENSATION

DISCUSSION AND ANALYSIS

Compensation

Discussion and Analysis Overview

Compensation

Approach

Overview

of the Business in 2025

Governance,

Nominating and Compensation Committee Governance

Key

Elements of Compensation

Key

Policies and Practices to Support Alignment

2025

Compensation Decisions

Chief

Executive Officer Ownership Interests in BAM

Compensation

of Named Executive Officers

Compensation Discussion and Analysis Overview

Brookfield’s investment approach is to

acquire high quality assets and businesses that are reasonably valued and actively utilize the breadth of our operating experience to

enhance the value of what we buy. Once we have optimized the earning profile and the investment has been de-risked, we seek to sell the

business opportunistically to realize maximum risk-adjusted returns. Our goal is to create long-term sustainable growth in fee-related

earnings and carried interest flow from our alternative investment business that increases long-term shareholder value. We believe that

the price of the Class A Shares over the long-term is the most relevant and appropriate measure of whether we have achieved this

goal.

Successfully executing on this investment approach

requires a management team with a long-term focus on running the business, predicated on collaborative relationships, the discipline

to follow our investment strategy in good and more difficult times, and the entrepreneurship to focus on the long-term. In furtherance

of our investment approach, we employ a talent management strategy designed to (i) attract people who embrace this long-term focus

and demonstrate our values of collaboration, discipline, and entrepreneurship, and (ii) ensure we develop and retain them. The policies

and practices we adopt to do this are deliberate. We follow them because they have demonstrably supported, and we believe will continue

to support, our long-term approach to running the business.

The primary objectives of our talent management strategy are to:

• attract

and retain highly qualified and motivated executives who have confidence in, and are committed

to, BAM’s overall business strategy to create shareholder value over the long-term;

• emphasize

long-term decision-making with a focus on capital preservation and achievement of attractive

risk-adjusted returns;

• encourage

collaboration across the organization to ensure we harness the power of the breadth of our

platform;

• reward

consistent, long-term performance aligned with the interests and expectations of our investors;

and

• be

transparent to the employees and the shareholders of BAM.

2026 MANAGEMENT INFORMATION CIRCULAR/ 41

Compensation Approach

A critical component of our talent management

strategy is our approach to compensation. Our decades of experience has taught us that the approach we take to compensation is essential

to executing our long-term business plan. Some highlights of our approach to compensation include:

• alignment of pay with appreciation in our Class

A Share price over the long-term.

• compensation programs that reward behaviors that align with long-term

value creation.

• long-term incentives that are competitive within our industry

in form and level, allowing for the attraction of top talent.

• pay mix heavily weighted to long-term incentives.

• five-year vesting period for all long-term incentive awards and

mandatory hold period upon vest for executive officers.

• departing executives forfeit unvested awards.

• clawback policy triggered by detrimental conduct or accounting

misstatement.

• minimum share ownership requirements for executive officers.

• say on pay advisory vote on executive compensation programs.

BAM’s

compensation arrangements align management’s interests with those of BAM’s shareholders.

Management,

executive officers and directors of BAM hold direct, indirect and economic interests representing approximately 101 million Class

A Shares and share equivalents of BAM.

Our emphasis on equity compensation, which has

long-term vesting and retention requirements, ensures that our executives make decisions and take risks in a manner that aligns with

the long-term interests of shareholders. Executives in dedicated fund management groups in most cases have compensation arrangements

that also include a component more directly linked to the long-term performance of the fund being managed. This includes BAM’s

CFO who, in addition to being responsible for overseeing the firm’s finance, treasury, tax and investor relations functions, is

a co-head of Brookfield’s infrastructure debt and structured solutions businesses and has a percentage of her long-term compensation

tied to the long-term performance of this business. The value created for the applicable fund’s investors directly relates to the

payments made under such plans and this value, in turn, benefits BAM. The timing of these payments to executives who are dedicated to

a fund are delayed until the fund’s performance is substantially realized and risk outcomes are determined, ensuring that the principles

of rewarding risk management and value creation over the long-term are consistent across each of our businesses. Awards under these plans

have the same 5-year vesting period and departing executives forfeit unvested awards. In addition, vested awards may be forfeited for

non-compliance in certain circumstances. Unless specifically noted otherwise, the remainder of the discussion in this Circular focuses

on the Named Executive Officers (as set out on page 44 of this Circular) but also pertains to executives of BAM who have corporate

responsibilities.

Compensation Arrangements Create Alignment of Interests between

Shareholders and Management

While the goals of our compensation arrangements

are similar to the goals expressed by many companies, the policies and practices we use to achieve these goals differ in certain respects

from market convention. Our compensation policies and practices have been shaped to align our executives with our goal of creating exceptional

value for our shareholders with a focus on long-term stewardship of the business. More specifically, our compensation programs consistently

focus on the long term:

• All

executives receive a significant portion of their compensation in the form of equity which

vests for a minimum 5-year period in arrears. As individuals progress in seniority, more

of their compensation is in the form of long-term awards. The Named Executive Officers, in

aggregate, have on average received approximately 73% of their 2025 annual compensation in

the form of long-term awards.

2026 MANAGEMENT INFORMATION CIRCULAR/ 42

• Cash

bonuses represent a relatively modest proportion of each Named Executive Officer’s

total average annual compensation. Further, Named Executive Officers are eligible to elect

to receive their cash bonuses in the form of long-term incentives.

• Our

option and Escrowed Share awards have a 10-year life and reward executives for share price

appreciation over the period. Our executive officers, which includes the Named Executive

Officers, has consistently held these equity-based awards for over eight years on average;

moreover, upon exercise and/or exchange, our executive officers have retained a substantial

majority of the net proceeds in the form of Class A Shares.

• Executive

officers are required to hold a minimum of five times their salary in BAM equity and all

executive officers meet and, in most cases, far exceed this requirement. This high share

ownership further demonstrates management’s strong alignment with and belief in the

long-term prospects of the business.

• Management,

executive officers and directors of BAM hold direct, indirect and economic interests in BAM

representing approximately 101 million Class A Shares and share equivalents of BAM.

Put simply, our management team acts like, thinks like, and is a significant owner, alongside

all of our shareholders, of the business.

In addition, we have adopted the following policies

which further support a long-term ownership focus and alignment with shareholders:

• Executive

officers are required to hold, for at least one year, an interest in Class A Shares

equal to the net proceeds realized on the exercise of options or the exchange of Escrowed

Shares.

• Departing

executives forfeit all unvested long-term incentive awards unless a different arrangement

is specifically approved by the GNCC.

• Our

clawback policy provides for the reimbursement of incentive and equity-based compensation

by executive officers in the event of conduct that is detrimental to the business or an accounting

restatement, and is designed to comply with the clawback rules of the SEC and the related

exchange listing standards (the “U.S. Clawback Rules”).

In light of the significant long-term nature

of our approach to compensation, we do not add performance conditions to our vesting terms. In general, performance vesting involves

setting specific performance metrics which BAM is required to meet over a specified performance period before executives are entitled

to receive value under the long-term plan. It is quite common for these provisions to include performance periods of three years. As

noted above, our compensation programs provide for longer vesting periods of five years. We believe that adding short-term performance

metrics to our compensation plans would be detrimental to our overall long-term focus and would threaten to introduce the risk of behavior

that favors short-term performance over long-term value creation. While we are respectful of those who use these metrics, we have reviewed

this approach and do not believe it is in the best interests of our shareholders or of the business.

Value creation for our senior management team

is almost entirely based on share price over the long term — we do not provide performance multipliers that pay out for strong

performance in a weak market or for achieving internal targets set by management — our management receive value from their equity

awards only when our shareholders realize value over the long-term.

The following sections provide a detailed description

of BAM’s executive compensation philosophy and programs and the decisions of our GNCC under these programs, as well as the factors

considered in making its decisions.

Overview of the Business in 2025

BAM’s operations are organized into five

principal investment strategies in addition to our corporate activities. These strategies consist of infrastructure, energy, private

equity, real estate and credit. Certain executives who: (i) have responsibility for overall corporate activity; (ii) are in

charge of one of BAM’s principal business units, divisions or functions; or (iii) perform a similar policy making function

for BAM, are executive officers of BAM. As at December 31, 2025, there were five executive officers.

2026 MANAGEMENT INFORMATION CIRCULAR/ 43

BAM’s compensation philosophy described

in the Compensation Discussion and Analysis is applicable for all corporate executives; however, the focus is on the compensation of

our “Named Executive Officers” for 2025 who were:

Named

Executive Officer

Position

Bruce Flatt(a)

CEO, BAM

Hadley Peer

Marshall

CFO, BAM

Connor Teskey(a)

President,

BAM; CEO, Renewable Power and Transition

Brian W.

Kingston

Head of

US, BAM

Cyrus

Madon

Executive

Vice Chair, BAM and Executive Chair, Private Equity

(a) Connor Teskey

was appointed as CEO on February 3, 2026. Bruce Flatt remains Chair of BAM and CEO of its controlling shareholder, BN.

The GNCC recommends to the full Board for the

final approval of the compensation for the Named Executive Officers and the other executive officers of BAM.

The Board has charged the executive officers

with building a global asset management business focused on long-term sustainable growth in cash flows. The following table outlines

the key business accomplishments for 2025:

2025 Business Achievements

• Expanded

our asset management activities:

▪ Increased

Fee-Bearing Capital to $603 billion.

▪ Raised

over $112 billion of capital for the full year.

• Deployed

over $66 billion of capital over the year, most notably within credit ($36.3 billion), infrastructure

($10.8 billion) and real estate ($7.5 billion). Additionally, we sold assets and businesses

valued at nearly $80 billion, representing $50 billion of equity capital.

• Achieved

record financial results, generating $3.0 billion of Fee-Related Earnings in the year, up

22% from the prior year, and $2.7 billion of Distributable Earnings, up 14% from the prior

year.

• Increased

our quarterly dividend by 15% to $2.01 per share on an annual basis.

Role of the Governance, Nominating

and Compensation Committee

Governance, Nominating and Compensation Committee Members and Expertise

Mses. Garfield (Chair) and Noble were appointed

to the GNCC on December 9, 2022, Ms. Gilbert was appointed to the GNCC on June 9, 2023, and Mr. Cutler was appointed

to the GNCC effective March 17, 2025. Each of the four members of the GNCC are independent, and the Board believes that the GNCC

collectively has the knowledge, skills, experience and background required to fulfill its mandate.

Governance, Nominating and Compensation Committee Mandate

The GNCC has a specific written mandate to review

and approve compensation for the executive officers. This includes an annual evaluation of the performance of the Named Executive Officers

and other executive officers. The GNCC makes recommendations to the Board with respect to the compensation of the Named Executive Officers

and the Board gives final approval on compensation matters.

The GNCC meets as required, and at least annually,

to monitor and review management compensation policies, management succession planning, diversity and the overall composition and quality

of BAM’s management resources. The GNCC held three meetings in 2025 and there are three regular meetings scheduled for 2026. None

of the recommendations of the GNCC were rejected or modified by the Board during 2025.

2026 MANAGEMENT INFORMATION CIRCULAR/ 44

Benchmarking Executive Compensation and Compensation Peer Group

Salary and short-term incentives are elements

of compensation that can be easily benchmarked; however, long-term incentives are more difficult to benchmark since their value is dependent

on the underlying assumptions used by each organization and may not be consistent across organizations. Since long-term incentives are

a significant focus of BAM’s incentive programs, the GNCC has not defined a peer group or benchmarked Named Executive Officer compensation

against a peer group. Management conducts annual compensation benchmarking for executives and results are shared with the GNCC as appropriate.

As described above, the GNCC believes that BAM’s current compensation policies have assisted in attracting and retaining top talent

and encouraging executives to assess the risks related to their decisions and actions, and minimizing the ability of executives to benefit

from taking risks that increase the performance of BAM in the short-term at the expense of long-term value. The GNCC also believes that

BAM’s current compensation policies meet BAM’s other objectives, as described under “Compensation Approach” on

page 42 of this Circular.

Independent Compensation Advisors

The GNCC has the authority to retain independent

compensation advisors, but did not do so in 2025. If the GNCC engages outside compensation advisors in the future, it will take appropriate

steps to ensure they are independent from, and provide no other services to, BAM or its management.

Succession Planning

Each year the GNCC assesses the availability

of suitable succession candidates for the executive officer positions, including the CEO and other Named Executive Officers. Specifically,

the GNCC is provided with a list of potential leadership candidates and reviews the performance, skills, current responsibilities and

plans for their continued development. In addition, the GNCC spends time each year reviewing, with management, the performance and development

of junior executives. The GNCC believes that this review is important for succession planning purposes and for the compensation awarding

process. Brookfield has a long history of developing executives from within rather than hiring externally and the awarding of long-term

incentives is an important component of rewarding and retaining these executives.

Diversity

BAM is committed to workplace diversity, which

is important to BAM’s long-term success and BAM actively supports the development and advancement of a diverse group of employees

capable of achieving leadership positions. Leadership appointments are solely based on merit, and not on other factors because management

and the Board believe that merit should be the guiding factor in determining whether a particular candidate is capable of bringing value

to BAM. As such, the Board has not adopted formal targets for female representation in executive positions. However, a cornerstone of

BAM’s succession planning process is a tailored approach to the development and advancement of employees capable of achieving executive

officer positions. Tailoring the development plan for each individual permits BAM to consider the needs of the individual, including

considerations that are gender-based. This tailored approach to developing executives starts with identifying individuals who demonstrate

the skills and attributes required to achieve executive officer positions within BAM. The progress of these individuals is reviewed annually

in order to ensure that each individual is being provided opportunities to achieve their potential. Development opportunities include

exposure to a new competency or skill, a transfer between business units, a relocation, a role expansion and other stretch opportunities.

While BAM has not adopted formal targets for

female representation in executive officer positions, management and the GNCC actively monitor the percentage of females identified as

capable of achieving executive officer positions in aggregate, by business unit and by geography. In 2025, of the individuals identified

as having the potential to achieve executive officer positions, approximately 43% self-identified as ethnically diverse and approximately

39% were women. Management and the GNCC review annually a summary of high performance employees, including by gender and geography, the

type of development opportunities provided to these individuals and changes to their compensation year over year in order to monitor

BAM’s activities related to increasing female representation in senior management positions.

Compensation Related Risk

Annually, the GNCC reviews BAM’s compensation

approach, policies and practices as well as BAM’s incentive plans at the corporate level and within its business units. In 2025,

the GNCC completed this review in November 2025.

2026 MANAGEMENT INFORMATION CIRCULAR/ 45

The GNCC also reviews the terms and conditions

of the Long-Term Share Ownership Plans, as well as any proposed amendments, and considers the appropriateness and effectiveness of the

plans in the context of current compensation practices, regulatory changes and BAM’s objectives. The GNCC receives an update on

the financial arrangements entered into by BAM to hedge the impact on BAM of future increases in the market price of its Class A

Shares against the liability incurred under BAM’s Deferred Share Unit Plan. For 2025, the GNCC determined that the plans are appropriate

and effective.

The GNCC reviewed BAM’s compensation policies

and practices, including the design of BAM’s incentive plans to ensure that they:

• encourage

management to consider the risks associated with their decisions;

• minimize

management’s ability to benefit from taking risks that increase performance in the

short-term at the expense of long-term value creation;

• hold

management accountable for their decisions both during employment with, and post-departure

from, BAM; and

• provide

discretion to the GNCC, where appropriate, to prevent unintended consequences which either

unduly benefit or penalize management.

This review separately considered

businesses that deploy capital (e.g. private fund business) and businesses that do not deploy capital (e.g. fee for service business)

since the compensation risks associated with these businesses are different.

As part of its 2025 review, the

GNCC did not identify any risks which are reasonably likely to have a material adverse effect on BAM. It was concluded that BAM’s

compensation approach, policies and practices for its executives at the corporate level and within its business units appropriately:

• encourage

executives to consider the risks associated with their decisions and actions; and

• do

not result in the probability that excessive payouts will be made before the outcome of risks

are known.

In reaching their conclusion, the GNCC considered

the following:

• the

emphasis on long-term compensation for executives in businesses that allocate capital including

five-year vesting periods and the forfeiture terms related to departure;

• the

fact that the design of incentive arrangements for businesses that deploy capital considers

the additional risk relative to businesses that do not deploy capital;

• the

direct link between the payout to the executive and the performance of the businesses; and

• the

timing of payouts to executives who are dedicated to a fund are delayed until the funds’

performance is substantially realized and risk outcomes are determined.

The GNCC also reported that the

compensation arrangements for the Named Executive Officers are consistent with the objectives of BAM’s compensation program as

outlined under “Compensation Approach” on page 42 of this Circular, support the creation of shareholder value over the

longer term, as well as the attraction and retention of executives who make decisions with a long-term view, and encourage an assessment

of risk related to the decisions made and actions taken. The following practices related to the compensation of the executive officers

support this conclusion:

• the

highest percentage of total annual compensation is granted as Long-Term Share Ownership Plan

awards which vest over five years with overlapping vesting periods;

• the

significant level of equity ownership by management;

• management

remains exposed to the long-term risks associated with their decision-making through their

equity ownership and compensation granted as long-term incentives;

• the

fact that options and escrowed shares are held well beyond their vesting period and generally

until close to their expiry date; and

• the

length of tenure of management with Brookfield.

2026 MANAGEMENT INFORMATION CIRCULAR/ 46

Key Elements of Compensation

During

the past four years, total compensation for the Named Executive Officers has been comprised of approximately 13% Base Salary, 9%

Annual Management Incentive Plan awards and 78% Long-Term Share Ownership Plan awards.

In order to achieve our compensation

objective to create alignment of interests between shareholders and management, while minimizing management’s ability to benefit

from taking risks that increase performance in the short-term at the expense of long-term value creation, executives receive a substantial

portion of their compensation in awards under the Long-Term Share Ownership Plans described on pages 50 to 51 of this Circular which:

•       reinforces

the focus on long-term value creation;

•

aligns the interests of executives with other shareholders of BAM; and

•       encourages

management to follow a rigorous forward-looking risk assessment process when making business decisions.

Total compensation for executives

with corporate responsibilities is comprised of the following elements: Base Salary, Annual Management Incentive Plan awards (“Bonus”)

and participation in BAM’s Long Term Share Ownership Plans and standard benefits.

Total compensation for executives who are at earlier stages in their

careers also includes awards pursuant to BAM’s Long-Term Share Ownership Plans but a larger percentage of their total compensation

is in the form of Base Salary and Bonus awards in recognition of their personal needs and to be competitive within the alternative asset

management industry. Furthermore, changes in total compensation from year to year often vary more for these executives as they take on

increasing responsibility.

As executives progress within BAM, they have

the opportunity to receive their annual Bonus in DSUs instead of cash under BAM’s Deferred Share Unit Plan or Restricted Shares

under BAM’s Restricted Stock Plan. This enables executives to increase their ownership interest in BAM over time.

The following table provides an overview of each

of the elements of compensation, followed by further details related to BAM’s Bonus and Long-Term Share Ownership Plans.

2026 MANAGEMENT INFORMATION CIRCULAR/ 47

Element

Purpose

How

Determined

Base

Salary

•  Delivers

the only form of fixed compensation

•   CEO

Base Salary is similar to other executive officers, subject to cost of living differentials between employment locations

•  Not

intended to be the most significant component of an executive’s compensation

•  Base

Salaries for senior and other executives are reviewed annually to reflect the relative experience and contribution of each executive

Annual Management Incentive Plan (Bonus)

Maximum target annual incentive is 100% of Base

Salary

(There is a detailed description of the plan

on page 49 and 2025 awards are outlined on page 55 of this Circular)

•

Motivate and reward participants for achieving annual business objectives and for making decisions

and taking actions consistent with BAM’s long-term focus

•

Foster a collaborative approach to meeting long-term objectives

•   Not

intended to be the most significant component of an executive’s compensation

•

Executives may elect to take bonuses in the form of DSUs or Restricted Shares

•  Annual

cash bonuses are discretionary, based on individual, team and corporate performance

•   Awards

are based on performance and consider the specific operational and individual annual performance targets, but are not formulaic

Long-Term Share Ownership Plans

(There is a detailed description of each of the

plans starting on page 50 and 2025 awards are also outlined on page 59 of this Circular)

•   Align

the executive’s interests with those of BAM’s shareholders

•

Foster a collaborative

approach to meeting long-term objectives

•

Enable

participants to create personal wealth through an increase in the value of BAM’s shares

•   Motivate

executives to improve BAM’s long-term financial success

•

Intended to be the most significant component of an executive’s compensation

•  BAM

currently operates three Long-Term Share Ownership Plans and executives receive their long-term incentive awards in one of the following

Plans:

1. Share Option

Plans

•

Management Share Option Plan

•

Non-qualified Management Share Option Plan

2. Deferred Share

Unit Plan

3. Restricted

Stock Plans

•

Restricted Stock Plan

•

Escrowed Stock Plan

•   Annual

participation in each plan is dependent on the business unit and the level of the executive

•

Named

Executive Officers receive their long-term incentive award in the form of Escrowed Shares under the Escrowed Stock Plan

Group

Benefits

Health

Insurance

•  Provide

health and dental benefits and life and disability insurance coverage

•   All

employees, including the Named Executive Officers, are eligible to participate in health, dental and insurance plans which vary by

location

Retirement

Savings Plan

•

Provide tax deferred retirement savings

•

All employees, including the Named Executive Officers, are eligible to receive an annual

contribution to a registered retirement savings plan equivalent to a nominal percentage of Base Salary based on local market practice.

The percentage is the same for all executives

•

There are no defined benefit pension plans in place for the Named Executive Officers or any other

executives

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Annual Management Incentive Plan (“Bonus Plan”)

BAM believes that, given its focus on the long-term

when making decisions, the impact of which is difficult to assess in the short-term, a heavy emphasis on annual incentives and a formulaic

calculation of awards based on the achievement of annual operational or individual performance targets may not appropriately reflect decisions

that are fully aligned with the long-term strategy of BAM. Accordingly, the awards made under the Bonus Plan typically represents approximately

10% of an executive officer’s total compensation.

The GNCC believes that its ability to exercise

discretion and judgment is critical to ensuring that annual incentives reflect the assessment of risk in the decisions and actions taken

by management and consider unexpected circumstances or events that have occurred during the year. Accordingly, for the executive officers,

including the Named Executive Officers, the GNCC starts with a review of the management team’s collective performance in meeting the broader

business plan objectives. These objectives include both short-term operational goals and objectives related to the implementation of the

long-term business strategy. Given the emphasis on long-term value creation, it is not unusual for some of the objectives set at the beginning

of the year to change during the year. Each year, the GNCC reviews:

• the

accomplishments during the year;

• why

certain objectives were not met or certain actions were not undertaken; and

• additional

initiatives undertaken by management, which were not contemplated in the initial objectives.

Accordingly, annual incentive awards are determined based on the GNCC’s:

• assessment

of management’s decisions and actions and how those decisions and actions align with BAM’s

long-term strategy of value creation and how management considered the risks associated with

such decisions; and

• determination

of whether any objectives were not met because management made decisions in the best long-term

interests of BAM or due to factors outside of management’s control.

The compensation structure for Mr. Flatt

includes a Base Salary and Long-Term Share Ownership award only, further reinforcing a focus on long-term decision-making. In addition,

given BAM’s view that a collaborative approach is fundamental to meeting its long-term objectives, the Bonus Plan awards for the Named

Executive Officers tend to be similar in amount and typically do not fluctuate significantly from year to year.

For other executives, the incentive award is based

more on the performance of the individual executive (as measured by the achievement of specific objectives) and less on collective performance.

Long-Term Share Ownership Plans

BAM’s Long-Term Share Ownership Plans are intended to:

• encourage

share ownership;

• increase

executives’ interest in the success of BAM;

• encourage

executives to remain with BAM as a result of the delayed vesting of awards; and

• attract

new members of management by remaining competitive in terms of total compensation arrangements.

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BAM has three types of Long-Term Share Ownership Plans. Awards are

made under the following plans:

Award

Key Terms

Basis for Award

Option Plans

Management Share Option Plan and Non-Qualified Management Share Option Plan (collectively, the “Option Plans”)

Options to purchase

Class A Shares (“options”) which are settled in Class A

The Option Plans are administered

by the Board and described in detail under “Security-Based Compensation Arrangements” on page 60 of this Circular

•

10 year term

•

Each award vests 20% per year over five years in arrears

•

No entitlement to dividends

•

Exercise price based on the volume-weighted average price of a Class A Share for the five business

days preceding the grant date

• Generally

granted in the first quarter of each year as part of the annual compensation review:

◦

Number of options is determined based on executive’s level of responsibility and performance

◦

Consideration is given to the number and value of previous option awards

•

Also granted:

◦

From time to time as additional discretionary awards to executives

who have demonstrated an ability to take on additional responsibility or who have consistently performed at a high level

◦

In certain circumstances, to executives commencing employment with BAM

•

The CEO recommends all awards to the GNCC

•

The GNCC recommends the award for the CEO

•

The Board, at the recommendation of the GNCC, approves all awards

2025 Awards and Exercises

In 2025, we granted a total of 4,777,175 options under the Option Plans, representing approximately 0.3% of BAM’s issued and outstanding

Class A Shares as at December 31, 2025 on a fully diluted basis.

In total during 2025, 1.6 million options with an aggregate in-the-money value of $54 million were disposed of or exercised.

Deferred Share Unit Plan

Settled by a cash payment equal to the value of the Class A Shares

•

Vesting period over five years in arrears

•

DSUs awarded in lieu of an annual cash bonus vest immediately

•

Only redeemed for cash upon cessation of employment through retirement, resignation, termination

or death

•

Dividends are received in the form of additional DSUs

•   Annual cash bonus taken in the form of DSUs at the executive’s election

•

A mandatory deferral of a cash bonus in certain businesses

•

Additional discretionary awards may be granted to executives who have

demonstrated an ability to take on additional responsibility or who have consistently performed at a high level

2025 Awards

In 2025, we awarded 24,199 DSUs in lieu of cash bonuses.

2026 MANAGEMENT INFORMATION CIRCULAR/ 50

Award

Key Terms

Basis for Award

Restricted Stock Plans

Restricted Stock Plan

Class A Shares purchased directly or indirectly on the open market subject to certain restrictions (“Restricted Shares”)

•   Vesting period over five years

•

Restricted Shares awarded in lieu of an annual cash bonus vest immediately

•

Vested and unvested Restricted Shares must be held until the vesting date (or in certain jurisdictions,

until the fifth anniversary of the award date)

•

Dividends are received in the form of cash, unless otherwise elected

•

Annual cash bonus taken in the form of Restricted Shares at the executive’s election

•

A mandatory deferral of a cash bonus in certain businesses

•

Additional discretionary awards are also granted to executives who

have demonstrated an ability to take on additional responsibility or who have consistently performed at a high level

•

Occasionally awarded as long-term incentives

2025 Awards

In 2025, we granted a total of 1,297,820 Restricted Shares.

Escrowed Stock Plan

Non-voting common shares (“Escrowed

Shares”) of one or more private companies (each, an “Escrowed Company”). Each Escrowed Company is capitalized with

common shares and preferred shares issued to BAM or BN for shares of Brookfield Asset Management ULC, Class A Shares or cash proceeds.

Regular dividends paid to each Escrowed Company on the shares of Brookfield Asset Management ULC or the Class A Shares acquired by the

Escrowed Company will be used to pay dividends on the preferred shares which are held by BAM and BN.

•

Typically vest 20% each year commencing on the first anniversary of the date of the award

•

Right to exchange Escrowed Shares for Class A Shares issued from treasury no later than the

10th anniversary of the award date

•

Any Class A Shares acquired by an Escrowed Company will not be voted

•

Any Class A Shares acquired by the Escrowed Companies are generally purchased in the open market,

thereby limiting dilution for shareholders

•

Generally awarded in the first quarter of each year as part of the annual compensation review and

only to the executive officers and certain senior management(a)

•

The CEO recommends all awards to the GNCC

•

The GNCC recommends the award for the CEO

•

The Board, at the recommendation of the GNCC, approves all awards

2025 Awards and Settlements

In 2025, we granted a total of 3,544,325 Escrowed Shares and 73,908 Class A Shares were issued under the Escrowed Stock Plan for settlement

of existing awards.

(a)

For corporate executives, the annual long-term incentive award is typically

in the form of options, Escrowed Shares or occasionally Restricted Shares. The number of options, Escrowed Shares or Restricted Shares

awarded is dependent on the executive’s annual target (the “Target”). The Target is a function of the executive’s

role, level and contribution. Accordingly, an individual’s Target typically increases over time. The number of options or Escrowed

Shares awarded to an executive is calculated as (i) the Target divided by (ii) the price of the Class A Shares at the time the award

is determined. In certain circumstances, awards in excess of the Target are granted to executives who have taken on additional responsibility,

or who have consistently performed at a high level.

Key Policies and Practices to Support Alignment

The GNCC maintains compensation programs that

incorporate leading compensation governance principles. Highlighted below are some of BAM’s executive compensation policies and practices

that are designed to (i) encourage executives to consider the risks associated with their decisions, (ii) minimize the risk

that executives are rewarded in the short-term for actions which are detrimental in the long-term, and (iii) reinforce the alignment

of the interests of management with the long-term interests of shareholders.

2026 MANAGEMENT INFORMATION CIRCULAR/ 51

The following outlines BAM’s policies and practices which incorporate

leading compensation governance principles:

ü Require

executive officers to own a significant interest in BAM

ü Require

executive officers to hold for at least one year, an interest in Class A Shares equal

to the net proceeds realized on exercise of options or exchange of Escrowed Shares

ü Provide

for clawback of incentive and equity-based compensation in the event of accounting restatements

or detrimental conduct

ü Require

long-term incentives to vest over five years

ü Termination

provisions generally require departing executives to forfeit unvested awards

ü Do

not provide defined benefit pension plans for any executives

ü Restrict

hedging of shares or share-based incentives

Share Ownership Guidelines

The executive officers are required to hold Class A

Shares, DSUs, Restricted Shares or other equity securities that own underlying Class A Shares with a value equal to five times Base

Salary, based on the market value of the securities held, and which must be attained within five years of being designated as executive

officers. As at February 23, 2026, all of the executive officers who are required to have met the share ownership requirement have

done so. Any executive officer who has not yet met the ownership requirement remains on track to fulfill the ownership requirement within

the applicable timeframe.

Reimbursement of Incentive and Equity-Based Compensation (Clawback)

Pursuant to BAM’s Clawback Policy (the “Clawback

Policy”), executive officers may be required to pay to BAM an amount equal to some or all of any cash payments or equity awards granted

or paid to, or earned by, such executive officer under the terms of any of BAM’s incentive compensation or long-term incentives plans

(collectively, “Awards”). This payment may be required in the event that (i) BAM is required to prepare an accounting restatement

due to BAM’s material noncompliance with any financial reporting requirement under United States federal securities laws or to avoid a

material accounting misstatement or (ii) an executive officer is determined to have engaged in conduct which the GNCC determines

is detrimental to BAM.

The GNCC has full and final authority to make all

determinations under the Clawback Policy including, without limitation, whether the Clawback Policy applies and if so, the amount of compensation

to be repaid or forfeited by the executive officer. In the event that BAM is required to prepare an accounting restatement, the GNCC will

review all incentive-based compensation earned by its executive officers (i) after beginning service as an executive officer, (ii) during

the three completed fiscal years immediately preceding the date on which BAM is required to prepare the accounting restatement (as well

as during any transition period specified in the U.S. Clawback Rules), (iii) while BAM has a class of securities listed on a U.S.

stock exchange, and (iv) after the U.S. Clawback Rules became effective. If the GNCC determines that one or more executive officers

received any erroneously awarded compensation in connection with an accounting restatement, the GNCC will seek recoupment from such executive

officers of all such erroneously awarded compensation, unless it determines that one of the impracticality exceptions set forth in the

U.S. Clawback Rules is available.

In order to protect BAM’s reputation and competitive

ability, the Clawback Policy may also apply to executive officers that engage in conduct that is detrimental to BAM during or after the

cessation of such executive officer’s employment with BAM. Detrimental conduct includes any conduct or activity, whether or not related

to the business of BAM, that is determined in individual cases by the GNCC, to constitute: (i) fraud, theft-in-office, embezzlement

or other illegal activity; (ii) failure to abide by applicable financial reporting, disclosure and/or accounting guidelines; (iii) material

violations of BAM’s Code of Conduct; or (iv) material violations of BAM’s Positive Work Environment Policy (including the sexual

harassment related provisions thereof). In the event that it is determined that detrimental conduct has occurred, the Clawback Policy

relates to any Awards received: (i) on or after the date the executive officer is determined to have engaged in detrimental conduct;

and/or (ii) the two year period prior to the date the executive officer is determined to have engaged in detrimental conduct.

Where it is determined (i) through an accounting

restatement that incentive-based compensation was erroneously awarded to an executive officer or (ii) that the executive officer

engaged in detrimental conduct, the GNCC will have the ability to: (x) require the executive officer to re-pay any Award paid to

the executive officer; (y) cancel/revoke any prior Award that has

2026 MANAGEMENT INFORMATION CIRCULAR/ 52

not yet vested to, and any Award that has vested

but has not yet been exercised by, the executive officer; and/or (z) require the executive officer to re-pay the cash value realized

by the executive officer on any Award that has already vested to the executive officer. Awards include all plans under which cash payments

or equity awards granted or paid are currently being made (DSUs, Escrowed Shares and Restricted Shares) or any plans which are no longer

operating but still have outstanding awards.

Hedging of Economic Risks for Personal Equity Ownership

All executives are prohibited from entering into

transactions that have the effect of hedging the economic value of any direct or indirect interests by the executive in Class A Shares,

including their participation in Long-Term Share Ownership Plans. Under limited circumstances, an executive may be permitted to enter

into a transaction that has the effect of hedging the economic value of any direct or indirect interests held by such executive, but only

to the extent that the transaction (i) is executed and disclosed in full compliance with all applicable rules and regulations;

(ii) has been approved by the CEO, President and CFO and, if appropriate, the GNCC; and (iii) is in respect of interests directly

or indirectly held by such individual in excess of the interests that such individual is required to hold under the Share Ownership Guidelines.

To date, no executive has hedged the economic value of their direct or indirect interests in BAM.

Option Exercise Hold Periods During and Post-Employment

In order to minimize any possibility of executives

opportunistically exercising options and selling the securities received at an inappropriate time, and to require share ownership post-employment,

executive officers are required to continue to hold, for at least one year, an interest in Class A Shares equal to any net after-tax

cash proceeds realized from the exercise of options or exchange of Escrowed Shares. This requirement is distinct and in addition to any

share ownership guidelines.

Termination and Change of Control Provisions

As a general practice, BAM does not provide contractual

termination or post-termination payments or change of control arrangements to employees. Specifically, BAM has not entered into contractual

termination, post-termination or change of control arrangements, employment contracts or golden parachutes with any of its Named Executive

Officers.

The following table provides a summary of the

termination provisions in BAM’s Long-Term Share Ownership Plan. No incremental entitlements are triggered by termination, resignation,

retirement or a change in control. Any exceptions to these provisions are approved on an individual basis at the time of cessation of

employment. Exceptions are approved by the Chair of the GNCC or the Board, depending on the circumstances.

2026 MANAGEMENT INFORMATION CIRCULAR/ 53

Long-Term Share Ownership Plan Termination Provisions(a)

Termination Event

DSUs

Options

Restricted Shares /

Escrowed Shares

Retirement

(as

determined at the discretion of the Board)

Vested units are redeemable on the day employment terminates. Unvested units are forfeited.

Vesting ceases on retirement. Vested options are exercisable until their expiration date. Unvested options are cancelled.

Vested shares are redeemable on the day employment terminates, subject to the hold period. Unvested shares are forfeited.

Termination Without Cause

Vested units are redeemable on the day employment terminates. Unvested units are forfeited.

Upon the date of termination, unvested options are cancelled and vested options continue to be exercisable for 60 days(b) from the termination date, after which unexercised options are cancelled immediately.

Vested shares are redeemable on the day employment terminates, subject to the hold period. Unvested shares are forfeited.

Termination With Cause

Upon date of termination, all unvested and vested units are forfeited, with the exception of DSUs awarded as a result of a participant’s election to take their annual bonus in the form of DSUs.

All vested and unvested options are cancelled upon the close of business on the termination date.

Upon date of termination, all vested and unvested shares are forfeited.

Resignation

Vested units are redeemable on the day employment terminates. Unvested units are forfeited.

Upon the date of termination, all vested and unvested options are cancelled.

Vested shares are redeemable on the day employment terminates, and remain subject to the hold period. Unvested shares are forfeited.

Death

Vested units are redeemable on the date of death. Unvested units are forfeited.

Options continue to vest and are exercisable for six months following date of death(b) after which all unexercised options are cancelled immediately.

Vested shares are redeemable on the date of death, and remain subject to the hold period. Unvested shares are forfeited.

(a) This table represents a summary of the termination provisions in the Long-Term Share Ownership Plans

provided by BAM and should not be construed as the complete terms.

(b) Up to, but not beyond, the expiry date of options.

2025 Compensation Decisions

The Board has charged the CEO and the management

team with expanding the asset management business globally in a manner consistent with the creation of shareholder value over the long

term. The CEO’s personal performance, as well as the performance of the executive officers, is reviewed each year by the Board and the

GNCC in relation to operational results, the achievement of other objectives set out at the beginning of the year related to the implementation

of the long-term business strategy and other accomplishments.

Each year, the CEO presents an annual business

plan to the Board. The plan incorporates both short-term and long-term growth objectives. This annual business plan sets out the strategic

direction of BAM, together with specific operational targets and objectives related to the implementation of BAM’s long-term business

strategy. The targets and objectives are aggressive and, given the opportunistic and entrepreneurial nature of the organization, provide

the Board with examples of various transactions and initiatives that management believes will create shareholder value over the long-term.

The determination of annual incentive awards and

long-term ownership awards is not formulaic but instead is entirely based on the Board’s assessment of the specific actions taken during

the year by the team to implement BAM’s strategic plans and any amendments to the plans, all in the context of long-term value creation,

and other actions taken in response to unforeseen developments during the year.

Information Reviewed by the Governance, Nominating and Compensation

Committee

In February 2026, the GNCC received a report

detailing the compensation arrangements for the executive officers, including the Named Executive Officers. The report summarized the

total 2025 compensation, including proposed annual incentive awards and Long-Term Share Ownership Plan awards as well as the proposed

2026 Base Salaries. The report also presented a

2026 MANAGEMENT INFORMATION CIRCULAR/ 54

wealth accumulation analysis, including the “in-the-money”

value of vested and unvested Long-Term Share Ownership Plan awards previously granted and the options exercised during the year for each

executive officer.

The report included an analysis of the expected

value of 2025 compensation awards to the Named Executive Officers that would be paid under various performance results. The GNCC determined

that the resulting compensation was reasonable and appropriate based on the projected performance of the Class A Shares over a 10-year

period.

The extent of equity ownership by all executives

is an important consideration for the GNCC. It demonstrates the extent to which executives will benefit from, and will be motivated to

achieve, the long-term enhancement of shareholder value. Accordingly, the report also contained an analysis of equity ownership by all

executives. It also summarized the equity ownership by the most senior executives including Class A Shares held directly and indirectly

as well as through Long-Term Share Ownership Plans, along with a summary of the tenure with the organization of each executive officer.

The GNCC determined that the significant level of equity ownership of the executive officers creates an alignment of interests to enhance

shareholder value over the longer term.

In addition, the report contained a summary of

regular and additional discretionary option awards to all executives as recommended by the executive officers. The GNCC has determined

that these arrangements are reasonable and appropriate.

2025 Incentive Awards

The GNCC considered the significant achievements

by BAM in 2025 as outlined on page 44 of this Circular. After considering these achievements, the GNCC determined that management

had advanced the long-term business strategy in a manner consistent with the creation of shareholder value over the longer term. Accordingly,

the annual and long-term incentive awards for 2025 were as follows:

Named Executive Officer

Annual Incentive

Long-Term Incentive Value

($)

Bruce

Flatt(a)

—

3,221,160

Hadley Peer Marshall

900,000

2,041,209

Connor Teskey

1,000,000

4,026,450

Brian W.

Kingston(b)

750,000

5,360,400

Cyrus

Madon(c)

—

1,610,580

(a) Mr. Flatt is not eligible for an annual incentive. His compensation consists of a Base Salary

and an award under one of BAM’s Long-Term Share Ownership Plans. In addition, Mr. Flatt, who remains CEO of BN, is eligible for BN

compensation, including Long-Term Share Ownership Plans. In 2025, Mr. Flatt received $5,360,400 in Long-Term Incentive Value as BN

compensation in his capacity as CEO of BN.

(b) Mr. Kingston is eligible for an annual award under one of BAM’s Long-term Share Ownership Plans.

In addition, Mr. Kingston is eligible for awards under BN Long-Term Share Ownership Plans. In 2025, Mr. Kingston’s Long-Term

Incentive Value was awarded as BN compensation.

and an award under one of BAM’s Long-Term Share Ownership Plans. In addition, Mr. Madon is eligible for BN compensation, including

Long-Term Share Ownership Plans. In 2025, Mr. Madon received $2,680,200 in Long-Term Incentive Value as BN compensation in his capacity

as Executive Vice Chair of BN.

The GNCC considered these awards to be aligned

with the compensation approach of rewarding long-term value creation and consistent with BAM’s compensation philosophy of providing a

significant portion of executive compensation in the form of long-term equity-based awards.

The Named Executive Officers also received an

annual contribution to a retirement savings plan. Their participation in these retirement savings plans is on the same basis as all other

employees of BAM subject to geographic and market differentials, and they do not have any entitlement to future pension benefits or other

post-employment benefits from BAM. As a result, BAM has no post-employment obligation to provide pension, medical or other employee benefits

to the Named Executive Officers.

Named Executive Officer Compensation Mix

On average, approximately 70% of the value of

compensation awarded to our Named Executive Officers for 2025, excluding Mr. Flatt, is in the form of long-term incentive awards.

Approximately 90% of the value of compensation awarded to Mr. Flatt for 2025 is in the form of long-term share ownership awards.

The actual value of this compensation, which is earned over time, depends upon the performance of the Class A Shares. The compensation

mix for the Named Executive Officers, in 2025, is set out in the table below.

2026 MANAGEMENT INFORMATION CIRCULAR/ 55

Annual

Management Incentive

Base

Salary

Cash

Bonus

DSUs

/ Restricted

Long-Term

Ownership

Percentage

Compensation at Risk

One Year (2025)

Chief Executive Officer

10%

—

90%

Other

Named Executive Officers

16%

14%

—

70%

Four Years (2022 - 2025)

Chief Executive Officer

10%

—

90%

Other

Named Executive Officers

14%

12%

70%

74%

Details of the components of the compensation

paid to Mr. Flatt and the other Named Executive Officers for 2025 is set out in the Summary Compensation Table on page 58 of

this Circular.

Chief Executive Officer Ownership Interests in BAM

Consistent with BAM’s philosophy of aligning the

interests of management and shareholders and fostering an entrepreneurial environment that encourages a focus on long-term value creation,

Mr. Flatt has, over his 36 years with Brookfield, and as a result of the treatment of outstanding long-term incentive awards in the

Arrangement, accumulated a number of ownership interests in BAM in the form of DSUs and Escrowed Shares. In addition, and separate from

any compensation arrangements, but relevant to the extent it aligns Mr. Flatt’s interests with shareholders, Mr. Flatt owns

a significant number of Class A Shares. These ownership interests are held both directly and through ownership in Partners Value

Investments L.P. (see “Principal Holders of Voting Shares” on page 6 of this Circular).

Class A Share Performance Graphs

The following graphs detail the share performance of BAM’s Class A

Shares on the NYSE and TSX.

The total return on the NYSE for the period from

December 9, 2022 (the date of BAM’s public listing) to December 31, 2025 has been 81.6%. Total average compensation for the

Named Executive Officers has increased by approximately 0.9% over the same period.

NYSE (Symbol: BAM)

The following shows the cumulative total shareholder

return for BAM’s Class A Shares (assuming reinvestment of dividends) since December 9, 2022, in comparison with the cumulative

total return of the NYSE Composite Total Return Index.

Cumulative Total Return on US$100 Investment

Assuming Dividends

are Reinvested

December 9, 2022 - December 31, 2025

2026 MANAGEMENT INFORMATION CIRCULAR/ 56

December 9,

2022

December 31,

2022

December 31,

2023

December 31,

2024

December 31,

2025

Class A Shares (BAM)

100

89.6

130.4

182.1

181.6

NYSE Composite Total

Return Index

100

99.5

113.3

131.4

154.9

TSX (Symbol: BAM)

The following shows the cumulative total shareholder return for BAM’s

Class A Shares (assuming reinvestment of dividends) since December 9, 2022, in comparison with the cumulative total return of

the S&P/TSX Composite Total Return Index.

Cumulative Total Return on C$100 Investment

Assuming Dividends are

Reinvested

December 9, 2022 - December 31, 2025

December 9,

2022

December 31,

2022

December 31,

2023

December 31,

2024

December 31,

2025

Class A Shares (BAM)

100

85.8

122.4

185.6

176.6

S&P/TSX Composite

Total Return Index

100

97.4

109.0

132.6

174.6

Ratio of Named Executive Officer Compensation to Fee-Related Earnings

The following table illustrates the total compensation

awarded to the Named Executive Officers for 2023, 2024 and 2025 as a percentage of FRE:

2025

2024

2023

Aggregate Named

Executive Officer Compensation(a)

$22,498,943

$32,419,360

$27,951,689

As a Percentage of FRE(b)(c)

0.75%

1.32%

1.25%

(a) Aggregate Named Executive Officer Compensation is defined as the Total Compensation as it appears in the Summary Compensation Table

on page 58 of this Circular

(b) FRE totaled $2.995 billion, $2.456 billion and $2.241 billion in 2025, 2024, and 2023, respectively.

Circular.

2026 MANAGEMENT INFORMATION CIRCULAR/ 57

Compensation of Named Executive Officers

The compensation paid and disclosed in the table

below represents aggregate amounts earned by the Named Executive Officers for the years ended December 31, 2025, 2024 and 2023. Mr. Flatt,

who served as CEO of both BAM and BN, also received, compensation paid and disclosed by BN in the year ended December 31, 2025, December 31,

2024 and December 31, 2023.

Summary Compensation Table(a)

Annual

Base

Annual

Incentive

Restricted

Escrowed

Shares /

All

Other

Total

Name and Principal

Salary

Cash

Shares/DSUs

Options(f)

Compensation(g)

Compensation

Position

Year

($)

Bruce Flatt(b)

2025

375,000

—

3,221,160

—

3,596,160

CEO

2024

375,000

—

4,470,600

—

4,845,600

2023

375,000

—

2,755,485

—

3,130,485

Hadley Peer Marshall

2025

900,000

—

2,041,209

—

3,841,209

CFO

2024

690,000

—

2,889,125

—

4,269,125

2023

675,000

—

1,136,484

—

2,486,484

Connor Teskey(c)

2025

1,000,000

—

4,026,450

174,063

6,200,513

President

2024

1,000,000

—

5,588,250

234,598

7,822,848

2023

923,370

2,835,040

4,362,851

91,171

9,135,802

Brian W. Kingston(d)

2025

750,000

—

5,360,400

—

6,860,400

Head

of U.S.

2024

750,000

—

5,588,250

—

7,088,250

2023

750,000

—

4,592,475

—

6,092,475

Cyrus Madon(e)

2025

375,000

—

1,610,580

15,082

2,000,662

Executive

Vice Chair

2024

750,000

—

4,470,600

29,604

5,250,204

2023

536,925

—

3,520,898

28,796

4,086,619

(a) Messrs. Flatt and Madon’s compensation consists of an annual Base Salary and Escrowed Shares.

Each other Named Executive Officer is awarded an annual incentive which they can elect to receive in cash, DSUs or Restricted Shares.

(b) Mr. Flatt also received compensation paid by BN in recognition of his role as CEO of BN for the

year ended December 31, 2025. Such compensation consisted of a salary of $375,000 and an Escrowed Share award with a grant date fair

value of $5,360,400 based on the grant date price of a BN Class A Share on the NYSE on February 23, 2026 of $47.11. This value

awarded is determined by the BN board of directors and considers the stock market price of the BN Class A Shares at the time of the

award and the potential increase in value based on a hold period of 7.5 years, a volatility of 30.71%, a risk free rate of 3.88% and a

dividend yield of 0.8%. This values has been discounted by 25% to reflect the five-year vesting.

Named Executive Officers, Mr. Teskey also received an award of BN Escrowed Shares granted by BN on February 23, 2026. The BN

Escrowed Shares have a grant date fair value of $6,700,500 based on the grant date price of a BN Class A Share on the NYSE on February 23,

2026 of $47.11.This value awarded is determined by the BN board of directors and considers the stock market price of the BN Class A

Shares at the time of the award and the potential increase in value based on a hold period of 7.5 years, a volatility of 30.71%, a risk

free rate of 3.88% and a dividend yield of 0.8%. This value has been discounted by 25% to reflect the five-year vesting.

(d) The 2025 Escrowed Shares amount for Mr. Kingston reflects an award of BN Escrowed Shares granted

by BN on February 23, 2026. The BN Escrowed Shares have a grant date fair value of $5,360,400 based on the grant date price of a

BN Class A Share on the NYSE on February 23, 2026 of $47.11. This value awarded is determined by the BN board of directors and

considers the stock market price of the BN Class A Shares at the time of the award and the potential increase in value based on a

hold period of 7.5 years, a volatility of 30.71%, a risk free rate of 3.88% and a dividend yield of 0.8%. This value has been discounted

by 25% to reflect the five-year vesting.

(e) Mr. Madon also received compensation paid by BN in recognition of his role as Executive Vice Chair

of BN for the year ended December 31, 2025. Such compensation consisted of a salary of $375,000 and an Escrowed Share award with

a grant date fair value of $2,680,200 based on the grant date price of a BN Class A Share on the NYSE on February 23, 2026

of $47.11. This value awarded is determined by the BN board of directors and considers the stock market price of the BN Class A Shares

at the time of the award and the potential increase in value based on a hold period of 7.5 years, a volatility of 30.71%, a risk free

rate of 3.88% and a dividend yield of 0.8%. This value has been discounted by 25% to reflect the five-year vesting.

(f) The amounts for 2025 reflect grants of BAM Escrowed Shares for all Named Executive Officers

except for Mr. Kingston whose amount reflects a grant of BN Escrowed Shares. The value awarded under the Escrowed Stock Plan

for annual grants is determined by the Board and considers the stock market price of the Class A Shares at the time of the

award and the potential increase in value based on a hold period of 7.5 years, a volatility of 31.34%, a risk free rate of 3.88% and

a dividend yield of 4.94%. These values, for the annual grants, have been discounted by 25% to reflect the five-year

vesting.

(g) These amounts include annual retirement savings contributions

and participation in the executive medical program. These amounts also include advance payments in 2023, 2024 and 2025 made to Mr. Teskey

under the carried interest plans for Brookfield Capital Partners IV.

2026 MANAGEMENT INFORMATION CIRCULAR/ 58

Incentive Plan Awards

Mr. Flatt is not eligible for an annual cash

incentive award; he receives an annual Base Salary and Escrowed Shares. BAM has no long-term non-equity incentive plan programs. The following

four tables show, for each Named Executive Officer (i) outstanding vested and unvested options at December 31, 2025, (ii) unvested

Escrowed Shares, Restricted Shares and DSUs and the market value of vested and unvested Escrowed Shares, Restricted Shares and DSUs at

December 31, 2025, and (iii) the value of all option and share-based awards which vested during 2025.

Outstanding Option and Share-Based Awards at

December 31, 2025

Options

Name

and Principal

Position

Number of

Securities

Underlying Unexercised

Option

(#)

Option

Exercise Price

($)

Option

Expiration Date

Market

Value of

Unexercised Options

at December 31, 2025(a)

($)

Hadley Peer

Marshall

2,118

32.75

February 24,

2030

41,594

CFO

3,031

31.46

February 21,

2031

63,447

10,825

41.24

February 17,

2032

120,692

91,575

35.13

February 15,

2033

1,580,722

185,600

40.07

February 15,

2034

2,286,889

Total

293,149

4,093,344

Connor Teskey

151,368

32.75

February 24,

2030

2,972,640

President

25,000

31.46

February 21,

2031

523,315

Total

176,368

3,495,955

Brian W. Kingston

225,000

17.81

February 16,

2027

7,780,230

Head

of U.S.

Total

225,000

7,780,230

Grand Total

694,517

15,369,529

(a) The market value of the options is the amount by which the

closing price of the Class A Shares on December 31, 2025 exceeded the exercise price of the options. All values are calculated

using the closing price of a Class A Share on December 31, 2025 on the NYSE of $52.39.

Escrowed Shares, Restricted Shares and DSUs(a)

Escrowed Shares

Share-Based Awards

Restricted Shares (RSs)

Deferred Share Units (DSUs)

Number of

Unvested

Escrowed

Market Value

of Unvested

Escrowed

Shares(b)

Market

Value of

Vested

Escrowed

Shares(b)

Number

Unvested

RSs

Market

Value of

Unvested

RSs

Market

Value of

Vested

RSs

Number

Unvested

DSUs

Market

Value

Unvested

DSUs(c)

Market

Value of

Vested

DSUs(c)

Name

(#)

($)

(#)

($)

(#)

($)

Bruce Flatt

1,901,357

28,834,937

33,608,080

—

22,709,778

Hadley

Peer Marshall

258,500

—

288

15,080

7,382

—

Connor Teskey

1,779,657

20,697,440

10,584,041

—

122,095

Brian W. Kingston

1,762,346

20,484,586

16,307,228

—

10,345,389

Cyrus Madon

1,831,967

25,884,830

26,779,644

—

18,554,052

(a) The values do not include the most recent Escrowed Share, Restricted Share and DSU awards made to the

Named Executive Officers on February 23, 2026.

(b) The value of the Escrowed Shares is equal to the value of the Class A Shares held by the Escrowed

Company less the net liabilities and preferred share obligations of the Escrowed Company.

the closing price of the Class A Shares on the TSX on December 31, 2025 of $52.39 (C$71.90, converted into U.S. dollars at the

Bloomberg mid-market exchange rate on that date of C$1.00 = US$0.7286) and $52.39 on the NYSE, as applicable.

2026 MANAGEMENT INFORMATION CIRCULAR/ 59

Option and Share-Based Awards Vested During 2025

Named

Executive Officer

Value

Vested During 2025(a)

Options(b)

($)

DSUs(c)

($)

Restricted Shares

($)

Escrowed Shares(d)

($)

Bruce Flatt

—

13,779,368

Hadley Peer Marshall

1,255,310

—

16,859

—

Connor Teskey

901,727

—

7,727,144

Brian W. Kingston

—

9,336,928

Cyrus Madon

—

417,437

—

12,181,398

(a) All values are calculated using the closing price of a Class A Share on the vesting date on the

TSX and NYSE, as applicable, and converted into U.S. dollars using the average Bloomberg mid-market exchange rate for 2025 of C$1.00 =

US$0.7159.

(b) The value represents the amount by which the value of the Class A Shares exceeded the exercise

price on the day the options vested.

(d) The value of the Escrowed Shares is equal to the Class A Shares held by the Escrowed Company less

the net liabilities and preferred share obligations of the Escrowed Company.

Security-Based Compensation Arrangements

BAM’s only security-based compensation arrangements are its Option

Plans and its Escrowed Stock Plan.

2022 Management Share Option Plan

The 2022 Management Share Option Plan (the “2022

Plan”) was approved by the BN board of directors on September 23, 2022 and by the holders of Class A Shares of BN at the

Special Meeting of Shareholders held on November 9, 2022. The 2022 Plan provides for the issuance of 17,500,000 Class A Shares

(representing approximately 1.07% of BAM’s issued and outstanding Class A Shares as at December 31, 2025. Options to acquire

8,559,987 Class A Shares have been granted but not exercised, representing approximately 0.52% of BAM’s issued and outstanding Class A

Shares as at December 31, 2025. 3,520,804 Class A Shares are available for future option grants, representing approximately

0.21% of BAM’s issued and outstanding Class A Shares as at December 31, 2025.

2022 Non-Qualified Management Share Option Plan

The 2022 Non-Qualified Management Share Option

Plan (the “2022 Non-Qualified Plan”) was approved by the BN Board on September 23, 2022 and by the holders of Class A

Shares of BN at the Special Meeting of Shareholder held on November 9, 2022. The 2022 Non-Qualified Plan provides for the issuance

of 12,500,000 Class A Shares (representing approximately 0.76% of BAM’s issued and outstanding Class A Shares as at December 31,

2025. As at December 31, 2025, 960,561 Class A Shares were issuable pursuant to options granted under the 2022 Non-Qualified

Plan, representing approximately 0.06% of BAM’s issued and outstanding Class A Shares as at December 31, 2025. As at December 31,

2025, 11,440,343 Class A Shares remained available for future option grants, representing 0.70% of BAM’s issued and outstanding Class A

Shares as at December 31, 2025.

2026 Plan

The 2026 Plan was approved by the Board on February 3,

2026 and approval of the 2026 Plan by shareholders is being sought at the meeting. The 2026 Plan provides for the issuance of 20 million

Class A Shares (representing approximately 1.22% of BAM’s issued and outstanding Class A Shares as at December 31, 2025).

No options to acquire Class A Shares under the 2026 Plan have been granted. If the 2026 Plan is approved by shareholders at the meeting,

the Class A Shares which remain available for future option grants under the 2022 Plan will remain available for future option grants

under the 2022 Plan.

General Terms of Option Plans

The Board establishes the exercise price of each

option at the time it is granted, which may not be less than the volume-weighted average price of a Class A Share on the NYSE for

the five trading days preceding the effective grant date. If options are approved during a restricted trading period, the effective grant

date may not be less than six business days after the restricted trading period ends.

2026 MANAGEMENT INFORMATION CIRCULAR/ 60

The following is a summary of the other key provisions

of the Option Plans. Employees, officers and consultants of BAM and its affiliates and others designated by the Board are eligible to

participate in the Option Plans. Non-employee directors are not eligible to participate in the Option Plans. The number of Class A

Shares issuable to insiders at any time, or issued in any one year to insiders, under any of BAM’s security-based compensation arrangements

cannot exceed in either case 10% of the issued and outstanding shares of this class; and no more than 5% of the issued and outstanding

shares may be issued under these arrangements to any one person. The Board determines the vesting period for each option grant, which

is normally 20% per year over five years commencing the first year after the grant. The Board also sets the expiry period for each option

grant, which may not exceed 10 years, except where the expiry date falls during or shortly after a restricted trading period, in which

case the expiry date is 10 days after the restricted trading period ends.

The Option Plans set out provisions regarding

the exercise and cancellation of options following a change in the employment status of a plan participant. In general, all vested options

must be exercised by, and all unvested options are cancelled on, a participant’s termination date, except as follows: in the event of

termination by BAM for reasons other than cause or due to a continuous leave of absence as a result of a disability, vested options must

be exercised within 60 days following the termination date; in the event of retirement, vested options continue to be exercisable until

the applicable expiry date; and in the event of death, all granted options continue to vest and be exercisable for six months following

death. No incremental entitlements are triggered by a change in control of BAM under the Option Plans.

The Option Plans permit participants to exercise

vested options in exchange for a number of Class A Shares equivalent in value to (i) the aggregate fair market value of the

Class A Shares underlying the options on the exercise date over the aggregate exercise price of the options, less (ii) applicable

withholding taxes (only to the extent such taxes have not otherwise been satisfied by the participant). This provides for a reduction

in shareholder dilution upon the exercise of options using this feature.

The Option Plans also provide that each person

that is an officer, employee or consultant of BN or any of its affiliates shall, for so long as such person remains an officer, employee

or consultant of BN or any of its affiliates, be permitted to hold and exercise his or her options in accordance with their terms as though

such person was an officer, employee or consultant, as applicable, of BAM or any of its affiliates. The 2022 Plan also permits participants

to pay the applicable exercise price and acquire the full number of Class A Shares underlying the options.

Procedure for Amending Option Plans

The Option Plans contain an amending provision

setting out the types of amendments which can be approved by the Board without shareholder approval and those which require shareholder

approval. Shareholder approval is required for any amendment that increases the number of shares issuable under the Option Plans, that

lengthens the period of time after a restricted trading period during which options may be exercised, results in the exercise price being

lower than fair market value of a Class A Share at the date of grant, reduces the exercise price or any cancellation and reissuance

of an option which would be considered a repricing under TSX rules, expands insider participation, extends the term of an option beyond

its expiry date, adds a provision which results in participants receiving shares for no consideration or other amendments required by

law to be approved by shareholders. The Option Plans also require shareholder approval for any amendment which would permit options to

be transferable or assignable other than for normal estate planning purposes, any amendment to the amendment provisions, any amendment

expanding the categories of eligible participants which may permit the introduction or reintroduction of non-employee directors on a discretionary

basis and any amendment to remove or exceed the insider participation limit. Shareholder approval is not required for any amendment to

the Option Plans or any option that is of a housekeeping or administrative nature, that is necessary to comply with applicable laws or

to qualify for favorable tax treatment, that is to the vesting, termination or early termination provisions (provided that the amendment

does not entail an extension beyond the expiry period of the options), that adds or modifies a cashless exercise feature that provides

for a full deduction of the number of Class A Shares from the Option Plan reserve, and to suspend or terminate an Option Plan. No

amendments to the Option Plans were made in 2025.

Other Features of the Option Plans

BAM does not provide any financial assistance

to plan participants to facilitate the purchase of Class A Shares issued pursuant to the exercise of options under the Option Plans.

Options granted under the Option Plans may be assigned by the plan participant to (i) his or her spouse, descendants or any other

immediate family member; or (ii) a trust, the beneficiaries of which are one or more of the plan participant and the participant’s

spouse, descendants or immediate family members; or

2026 MANAGEMENT INFORMATION CIRCULAR/ 61

(iii) a corporation or limited liability

company controlled by the plan participant or by one or more of the participant and the participant’s spouse, and/or the immediate family

members, the shares or interests of which are held directly or indirectly by the plan participant, participant’s spouse and/or immediate

family members; or (iv) such other transferees for estate planning purposes as may be permitted by the Board in its discretion.

The Board, on the recommendation of the GNCC,

approves all option awards. The GNCC recommends the long-term incentive award for the CEO. All other option awards are recommended by

the CEO to the GNCC.

BAM has established a number of policies related

to its long-term share ownership plans, including option exercise hold periods, to reinforce the importance of equity ownership by its

senior executives over the longer term. See also “Key Policies and Practices to Support Alignment” on page 51 of this Circular.

The Escrowed Stock Plan

The Escrowed Stock Plan was approved by the BN

board of directors on September 23, 2022 and by holders of Class A Shares of BN at the Special Meeting of Shareholders held

on November 9, 2022. The Escrowed Stock Plan governs the award of Escrowed Shares of one or more Escrowed Company to executives or

other individuals designated by the Board. Each Escrowed Company is capitalized with common shares and preferred shares issued to BAM

or BN in exchange for shares of Brookfield Asset Management ULC, Class A Shares or cash proceeds. Each Escrowed Company may use its

cash resources to directly or indirectly purchase Class A Shares in the open market or, subject to obtaining exemptive relief (if

applicable), in private purchases. Participants are either awarded Escrowed Shares or provided an election to contribute Class A

Shares or previously awarded Escrowed Shares as consideration for the Escrowed Shares. Dividends paid to each Escrowed Company on the

shares of Brookfield Asset Management ULC or the Class A Shares acquired by the Escrowed Company will be used to pay dividends on

the preferred shares which are held by BAM or BN. If a participant elects to contribute Class A Shares as consideration, dividends

paid to the Escrowed Company on the contributed Class A Shares will be paid on the common shares held by the participants.

Except as otherwise determined by the Board, 20%

of Escrowed Shares will vest on the first anniversary of the granting of such shares, with an additional 20% vesting on each subsequent

anniversary, up to and including the fifth anniversary of the grant of the Escrowed Shares.

On date(s) determined by the holders of the

Escrowed Shares no later than 10 years after the initial grant, the vested Escrowed Shares will be acquired by BAM in exchange for the

issuance of Class A Shares from treasury, where the value of the Class A Shares being issued is equal to the value of the Escrowed

Shares being acquired. The value of the Escrowed Shares will be equal to the increase in value of the Class A Shares and shares of

Brookfield Asset Management ULC held by the Escrowed Company since the grant date of the Escrowed Shares, as applicable, based on the

volume-weighted average price of a Class A Share on the NYSE on the date of the exchange. Participants are not permitted to exchange

Escrowed Shares during a restricted trading period, except with the consent of the Board. Once all participants of an Escrowed Company

have elected to exchange their Escrowed Shares, the Escrowed Company will be wound up or merged and BAM will cancel at least that number

of Class A Shares that is equivalent to the number of Class A Shares that have been issued to holders of the Escrowed Shares

of the Escrowed Company on exchanges such that the dilutive effect of the issuance of Class A Shares is wholly offset.

A maximum of 11,000,000 Class A Shares may

be issued under the Escrowed Stock Plan, representing approximately 0.67% of BAM’s issued and outstanding Class A Shares as at December 31,

2025. When Class A Shares are issued in exchange for Escrowed Shares, the number of Class A Shares remaining for future issuance

under the Escrowed Stock Plan will be reduced. On the wind-up or merger of an Escrowed Company, the number of Class A Shares held

by one or more Escrowed Companies that are cancelled in respect of Class A Shares issued by BAM in exchange for Escrowed Shares are

added back to the number of Class A Shares available for future issuance. The combined effect on wind-up or merger of an Escrowed

Company is that the dilutive effect of the Class A Share issuance is wholly offset. 186,136 Class A Shares have been issued

(representing approximately 0.01% of BAM’s issued and outstanding Class A Shares as at December 31, 2025) and 110,038 Class A

Shares have been cancelled under the Escrowed Stock Plan. As at December 31, 2025, 10,923,902 Class A Shares are available for

future issuance, representing approximately 0.67% of BAM’s issued and outstanding Class A Shares as at December 31, 2025.

2026 MANAGEMENT INFORMATION CIRCULAR/ 62

Eligibility for participation in the Escrowed

Stock Plan is restricted to designated executives of BAM and its affiliates or any other persons designated by the Board. The number of

Escrowed Shares to be granted to each participant is determined at the discretion of the Board, on the recommendation of the GNCC. The

GNCC recommends the award of Escrowed Shares for the CEO. All other awards of Escrowed Shares are recommended by the CEO to the GNCC.

The number of Class A Shares issuable to insiders at any time, or issued in any one year to insiders, under any of BAM’s security-based

compensation arrangements cannot exceed in either case 10% of the issued and outstanding shares of this class; and no more than 5% of

the issued and outstanding shares may be issued under these arrangements to any one person. Aside from transfers to BAM (in the case of

termination of employment, described in the table under “Termination and Change of Control Provisions” on page 53 of this

Circular) or for personal tax planning purposes, transfers of Escrowed Shares are not permitted. No incremental entitlements are triggered

by a change in control of BAM under the Escrowed Stock Plan.

The number of Escrowed Shares granted under the

Escrowed Stock Plan annually, expressed as a percentage of the weighted average number of Class A Shares outstanding in the year,

was 0.15% in 2023, 0.29% in 2024, and 0% in 2025. See also “Dilution of Class A Shares” on page 63 of this Circular

for information on the rate of Class A Share issuances under the Escrowed Stock Plan.

The Escrowed Stock Plan also provides that each

person that is an officer, employee or consultant of BN or any of its affiliates shall, for so long as such person remains an officer,

employee or consultant of BN or any of its affiliates, be permitted to hold and exchange his or her Escrowed Shares in accordance with

their terms as though such person was an officer, employee or consultant, as applicable, of BAM or any of its affiliates.

Recent and Proposed Amendments to the Escrowed Stock Plan

The Board has approved amendments to the Escrowed

Stock Plan that requires shareholder approval at the meeting. See “Amendments to Escrowed Stock Plan” on page 20 of this

Circular for further details.

Procedure for Amending Escrowed Stock Plan

The Escrowed Stock Plan contains an amending provision

setting out the types of amendments which can be approved by the Board without shareholder approval and those which require shareholder

approval. Shareholder approval is required for any amendment that increases the number of Class A Shares issuable under the Escrowed

Stock Plan, expands insider participation, expands participation to include non-employee directors of BAM, any amendment to the amendment

provisions or other amendments required by law to be approved by shareholders. Shareholder approval is not required for any amendment

to the Escrowed Stock Plan that is of a housekeeping or administrative nature, that is necessary to comply with applicable laws or to

qualify for favorable tax treatment, that is to vesting provisions, that is to the termination or early termination provisions (provided

that the amendment does not entail an extension beyond the tenth anniversary of the award date for any particular Escrowed Company), and

to suspend or terminate the Escrowed Stock Plan.

Dilution of Class A Shares

Options Outstanding under the 2022 Plan and Class A

Shares Issued under the 2022 Non-Qualified Plan and the Escrowed Stock Plan as a

Percentage of Issued and Outstanding Class A Shares

2025

2024

2023

2022 Plan

0.5%

2.0%

2.7%

2022 Non-Qualified Plan(a)

0.1%

0.8%

—

Escrowed

Stock Plan(b)

0.3%

1.9%

—

(a) Reflects the number of Class A Shares to be issued upon exchange of the in-the-money Options under

the 2022 Non-Qualified Plan during the applicable year.

(b) Reflects the number of Class A Shares to be issued upon exchange of the in-the-money Escrowed

Shares, less the number of Class A Shares cancelled under the Escrowed Stock Plan during the applicable year. Although the number

of Class A Shares outstanding may increase over time as a result of issuances of Class A Shares pursuant to the Escrowed Stock

Plan, the Escrowed Stock Plan continues to be non-dilutive as BAM will cancel Class A Shares held by Escrowed Companies that are

wound up or merged.

Grants Issued as a Percentage of Shares Outstanding

The following table shows the number of Class A

Shares issuable under awards granted under each of the Option Plans and the Escrowed Stock Plan as a percentage of the average Class A

Shares outstanding (the “rate of grants issued”) in the

2026 MANAGEMENT INFORMATION CIRCULAR/ 63

applicable year. The rate of grants issued is

defined as the number of Class A Shares issuable under awards granted in a fiscal year, divided by the basic weighted average number

of Class A Shares outstanding in that year.

2025

2024

2023

Grants under the 2022

Plan(a)

1,019,300

354,248

1,706,775

Rate

of Grants Issued

0.06%

0.08%

0.41%

Grants under the 2022

Non Qualified Plan(a)

—

1,465,020

741,852

Rate

of Grants Issued

—

0.34%

0.18%

Grants under the Escrowed

Stock Plan(b)

—

1,261,666

600,628

Rate

of Grants Issued

—

0.29%

0.15%

(a) Includes Class A Shares issuable on exercise of the options as of each fiscal year end. Holders

of options under the 2022 Non-Qualified Plan are only entitled to receive a number of Class A Shares equal to the in-the-money value

of the options at the time of exercise.

(b) Includes Class A Shares issuable on exchange as of each fiscal year end for information purposes.

Although the number of Class A Shares outstanding may increase over time as a result of issuances of Class A Shares pursuant

to the Escrowed Stock Plan, the Escrowed Stock Plan continues to be non-dilutive as BAM will cancel Class A Shares held by Escrowed

Companies that are wound up or merged.

Securities Authorized for Issue Under Incentive Plans

The following table sets out information on BAM’s Option Plans and

Escrowed Stock Plan as at December 31, 2025.

Plan Category

Number of securities to be issued

upon exercise of outstanding

options,

warrants and rights

Weighted-average exercise price

of outstanding options, warrants

and

rights(a)

Number of securities remaining

available for future issuance under

equity compensation plans

Equity compensation plans approved by security holders

2022 Plan

8,599,987

$32.22

3,520,804

2022 Non-Qualified Plan(b)

960,561

$37.01

11,440,343

Escrowed

Stock Plan(c)

4,189,648

—

10,923,902

Total

13,750,196

25,885,049

(a) Converted into U.S. dollars using the average Bloomberg mid-market exchange rate for 2025 of C$1.00 = US$0.7159.

(b) This value represents the number of Class A Shares at December 31, 2025 which could be issued

under this plan. Up to December 31, 2025, 99,096 Class A Shares have been issued in connection with this plan.

under this plan. Up to December 31, 2025, 186,136 Class A Shares have been issued and 110,038 Class A Shares have been

cancelled in connection with this plan.

Pension and Retirement Benefits

BAM’s Named Executive Officers and its other senior

executives do not participate in a registered defined benefit plan or any other post-retirement supplementary compensation plans. The

Named Executive Officers do not have any entitlement to future pension benefits or other post-employment benefits from BAM. BAM has not

entered into contractual termination, post-termination or change of control arrangements, employment contracts or golden parachutes with

any of its Named Executive Officers.

2026 MANAGEMENT INFORMATION CIRCULAR/ 64

PART SIX - OTHER INFORMATION

Indebtedness of Directors, Officers and Employees

The amount of debt outstanding by current and

former directors, officers and employees of BAM as at March 10, 2026 to BAM and its subsidiaries is approximately $21.2 million,

which loans bear interest at a minimum rate of 2.25%. The purpose of such loans is to enable certain employees of BAM to fund certain

near-term expenses without monetizing previously granted equity awards under Brookfield’s long-term share ownership plans, thereby preserving

long-term alignment with BAM.

Audit Committee

Additional information about the Audit Committee required by

Part 5 of NI 52-110 can be found on page 26 of this Circular. BAM’s Audit Committee Charter is posted on BAM’s website, https://bam.brookfield.com

under “Governance—Governance Documents”.

Share Repurchase Program

Class A Limited Voting Shares

On January 9, 2026, BAM renewed its share

repurchase program for market purchases of its Class A Shares for a period extending from January 13, 2026 until January 12,

2027, or an earlier date should BAM complete its purchases. The share repurchase program allows BAM to repurchase, during the period mentioned

above, on the NYSE or TSX, a maximum of 36.9 million Class A Shares, representing approximately 10% of the public float of the outstanding

Class A Shares. All Class A Shares acquired by BAM under the share repurchase program are cancelled or purchased by a non-independent

trustee to support our long-term incentive plan.

The share repurchase program is in place because

BAM believes that, from time to time, the trading price of Class A Shares may not fully reflect the underlying value of BAM’s business

and future business prospects, and in such circumstances acquiring Class A Shares may represent an attractive investment. Between

January 13, 2026 and March 10, 2026, BAM has purchased 3,683,352 Class A Shares at an average price of $48.37. Shareholders

may obtain, free of charge, a copy of the notice of intent regarding the share repurchase program, which was approved by the TSX, by writing

to the Corporate Secretary of BAM at Brookfield Place, 225 Liberty Street, 8th Floor, New York, NY 10281-1048.

Cautionary Statement Regarding the Use of Non-GAAP

Measures and Forward-Looking Statements

BAM prepares its financial statements in conformity

with the accounting principles generally accepted in the United States of America (“U.S. GAAP”). This Circular discloses a number

of non-GAAP financial and supplemental financial measures which are utilized in monitoring our asset management business, including for

performance measurement, capital allocation and valuation purposes. BAM believes that providing these performance measures is helpful

to investors in assessing the overall performance of our asset management business. These non-GAAP financial measures should not be considered

as the sole measure of BAM’s performance and should not be considered in isolation from, or as a substitute for, similar financial measures

calculated in conformity with U.S. GAAP financial measures. These non-GAAP financial measures are not standardized financial measures and

may not be comparable to similar financial measures used by other issuers. Non-GAAP measures include, but are not limited to, distributable

earnings, fee revenues, and fee-related earnings. Supplemental financial measures include assets under management, fee-bearing capital

and uncalled fund commitments. See page 59 of the Annual Report for further information on non-GAAP financial measures or other financial

metrics and reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented

in accordance with U.S. GAAP, where applicable, which pages are also incorporated by reference in this Circular.

This Circular also contains forward-looking statements

and forward-looking information (collectively, “forward-looking statements”) within the meaning of U.S. and Canadian securities

laws, as applicable. See pages 4, 7, and 8 of the Annual Report for further information on forward-looking statements, which pages are

also incorporated by reference in this Circular. The Annual Report is available on EDGAR at www.sec.gov/edgar

and SEDAR+ at www.sedarplus.ca.

2026 MANAGEMENT INFORMATION CIRCULAR/ 65

Availability of Disclosure Documents

BAM will provide any person or company, upon request

in accordance with the directions in the Notice, a copy of this Circular and the Annual Report. Upon request to the Corporate Secretary

of BAM, BAM will provide any person or company the Annual Report, together with a copy of any document or the pertinent pages of

any document incorporated therein by reference; management’s discussion and analysis of financial condition and results of operation from

its most recently completed financial year (“MD&A”) and/or the interim financial statements of BAM for the periods subsequent

to the end of its fiscal year (the “Interim Statements”). Financial information on BAM is provided in its comparative annual

financial statements and MD&A. Requests for the Annual Report, MD&A and the Interim Statements can be made to BAM by mail at Brookfield

Place, 225 Liberty Street, 8th Floor, New York, NY 10281-1048, by telephone at (212) 417-7000, or by email at bam.enquiries@brookfield.com.

All of these documents and additional information related to BAM are also available on BAM’s website, https://bam.brookfield.com,

on EDGAR at www.sec.gov/edgar and SEDAR+ at www.sedarplus.ca.

Shareholder Proposals

Pursuant to the Business Corporations Act (British

Columbia) (the “BCBCA”), shareholder proposals must be submitted by a “qualified shareholder” that has held Class A

Shares or Class B Shares for an uninterrupted period of at least two years. Shareholder proposals can be validly submitted for consideration

at any annual meeting of shareholders. The deadline for shareholder proposals for BAM’s 2026 annual general meeting of shareholders is

February 5, 2026. Shareholder proposals should be submitted to BAM’s registered office at 1055 West Georgia Street, 1500 Royal Centre,

P.O. Box 11117, Vancouver, British Columbia, Canada, V6E 4N7. In order to be considered valid, shareholder proposals must also meet

the additional requirements enumerated under section 188 of the BCBCA.

Other Business

BAM knows of no other matter to come before the

meeting other than the matters referred to in the Notice of Meeting of Shareholders and Availability of Investor Materials dated March 23,

2026.

Directors’ Approval

The contents and posting of this Circular have been approved by the

directors of BAM.

“Kathy Sarpash”

Kathy Sarpash

Corporate Secretary

March 23, 2026

2026 MANAGEMENT INFORMATION CIRCULAR/ 66

APPENDIX A - CHARTER OF THE BOARD1

1. Role of the Board

The role of the board of directors (the “Board”)

of Brookfield Asset Management Ltd. (the “Corporation”) is to oversee, directly and through its committees, the business and

affairs of the Corporation, which are conducted by the Corporation’s officers and employees under the direction of the Chief Executive

Officer (“CEO”).

2. Authority and Responsibilities

The Board meets regularly to review reports by

management on the Corporation’s performance and other relevant matters of interest. In addition to the general supervision of management,

the Board performs the following functions:

(a) Strategic Planning — overseeing the long-term strategic-planning process within the Corporation

and, at least annually, reviewing, approving and monitoring the strategic plan for the Corporation, including fundamental financial and

business strategies and objectives;

(b) Risk Assessment — assessing the major risks facing the Corporation and reviewing, approving and

monitoring the manner of managing those risks;

the corporate objectives that the CEO is responsible for meeting; and reviewing and approving the compensation of the CEO as recommended

by the Governance, Nominating and Compensation Committee;

(d) Officers and Senior Management — overseeing the selection of corporate officers and the evaluation

and compensation of senior management;

(e) Succession Planning — monitoring the succession of key members of senior management;

(f) Communications and Disclosure Policy — adopting a communications and disclosure policy for the Corporation

that ensures the timeliness and integrity of communications to shareholders, and establishing suitable mechanisms to receive stakeholder

views;

(g) Sustainability — overseeing the Corporation’s approach to sustainability matters within its corporate

and asset management activities as reported to the Board by the Governance, Nominating and Compensation Committee;

(h) Corporate Governance — developing and promoting a set of effective corporate governance principles

and guidelines applicable to the Corporation;

(i) Internal Controls — reviewing and monitoring the controls and procedures within the Corporation

to maintain its integrity, including its disclosure controls and procedures, and its internal controls and procedures for financial reporting

and compliance;

(j) Culture — on an ongoing basis, satisfy itself that the CEO and other executive officers create a

culture of integrity throughout the Corporation, including compliance with the Corporation’s Code of Business Conduct and Ethics and its

anti-bribery and corruption policies and procedures; and

(k) Whistleblowers — in conjunction with the Audit Committee of the Board, establish whistleblower policies

for the Corporation providing employees, officers, directors and other stakeholders, including the public, with the opportunity to raise,

anonymously or not, questions, complaints or concerns regarding the Corporation’s practices, including fraud, policy violations, any illegal

or unethical conduct, and any accounting, auditing or internal control matters. The Board or a committee thereof will provide oversight

over the Corporation’s whistleblower policies and practices, with management being responsible for reviewing the Corporation’s Whistleblowing

Policy on an annual basis, to ensure that any questions, complaints or concerns are adequately received, reviewed, investigated, documented

and resolved.

1 Capitalized

terms used in this Charter but not otherwise defined herein have the meaning attributed to them in the Board’s “Definitions for

Board and Committee Charters” which is annexed hereto as “Annex A”.

2026 MANAGEMENT INFORMATION CIRCULAR/A- 1

3. Composition and Procedures

(a) Size of Board and Selection Process — The directors of the Corporation are elected each year by

the shareholders at the annual meeting of shareholders. The Governance, Nominating and Compensation Committee recommends to the full Board

the nominees for election to the Board and the Board proposes individual nominees to the shareholders for election. Any shareholder may

propose a nominee for election to the Board either by means of a shareholder proposal or at the annual meeting itself, upon compliance

with the requirements prescribed by the Business Corporations Act (British Columbia). The Board also recommends the number of directors

on the Board to shareholders for approval. Between annual meetings, the Board may appoint directors to serve until the next annual meeting.

(b) Qualifications — Directors should have the highest personal and professional ethics and values and

be committed to advancing the best interests of the Corporation. They should possess skills and competencies in areas that are relevant

to the Corporation’s activities. The Lead Independent Director and, other than in temporary circumstances2, a majority of the

directors will be Independent Directors, based on the rules and guidelines of applicable stock exchanges and securities regulatory

authorities, and Unaffiliated Directors. The Board is committed to developing and promoting diversity, including ethnic and gender diversity.

The Board has adopted a gender diversity target that at least 30% of the entire Board be women.

an orientation program for new directors in respect of the Corporation and the role and responsibilities of directors. In addition, directors

will, as required, receive continuing education about the Corporation to maintain a current understanding of the Corporation’s business

and operations, industries and sectors in which we operate globally, material developments and trends in asset management and the Corporation’s

strategic initiatives.

(d) Meetings — The Chair is responsible for approving the agenda for each Board meeting. Prior to each

Board meeting, the Chair of the Board reviews agenda items for the meeting with the CEO, Chief Financial Officer and Corporate Secretary,

before circulation to the full Board. The Board meets at least once each quarter to review and approve the Corporation’s quarterly earnings

report and consider dividend payments and to review specific items of business including transactions and strategic initiatives. The Board

holds additional meetings as necessary to consider special business. The Board also meets once a year to review the Corporation’s annual

business plan and long-term strategy. Materials for each meeting are distributed to the directors in advance of the meeting. At the conclusion

of each Board meeting, the independent and unaffiliated directors meet without any other person present. The Lead Independent Director

chairs these in-camera sessions.

(e) Committees — The Board has established the following standing committees to assist it in discharging

its responsibilities: (i) Audit and (ii) Governance, Nominating and Compensation. Special committees are established, from time

to time, to assist the Board in connection with specific matters. The Chair of each committee reports to the Board following meetings

of their committee. The governing charter of each standing committee is reviewed and approved annually by the Board.

(f) Evaluation — The Governance, Nominating and Compensation Committee performs an annual evaluation

of the effectiveness of the Board as a whole, the standing committees of the Board and the contributions of individual directors and provides

a report to the Board on the findings of this process. In addition, each individual director and each standing committee assesses its own

performance annually.

(g) Compensation — The Governance, Nominating and Compensation Committee recommends to the Board the

compensation for non-management directors (it is the policy of the Corporation that management directors do not receive compensation for

their service on the Board). In reviewing the adequacy and form of compensation, the Governance, Nominating and Compensation Committee

seeks to ensure that director compensation reflects the responsibilities and risks involved in being a director of the Corporation and

aligns the interests of the directors with the best interests of the Corporation.

2 Temporary

circumstances include vacancies or changes to the Board’s composition or size that are approved by the Board in its discretion, provided

that the duration of such circumstances is expected to be less than one year.

2026 MANAGEMENT INFORMATION CIRCULAR/A- 2

(h) Access to Outside Advisors — The Board and any committee may at any time retain outside financial,

legal or other advisors at the expense of the Corporation. Any director may, subject to the approval of the Chair of the Board, retain

an outside advisor at the expense of the Corporation.

(i) Charter of Expectations — The Board has adopted a Charter of Expectations for Directors which

outlines the basic duties and responsibilities of directors and the expectations the Corporation places on them in terms of

professional and personal competencies, performance, behavior, share ownership, conflicts of interest, change of circumstances and

resignation events. Among other things, the Charter of Expectations outlines the role of directors in stakeholder engagement and the

requirement of directors to attend Board meetings and review meeting materials in advance of such meetings.

This Board of Directors Charter was reviewed and approved by the

Board on May 5, 2025.

2026 MANAGEMENT INFORMATION CIRCULAR/A- 3

Annex A

Definitions for Board and Committee Charters

“Audit Committee” means the audit committee of the

Board.

“Audit Committee Financial Expert” means a person

who has the following attributes:

(a) an understanding of GAAP and financial statements;

(b) the ability to assess the general application of such principles in connection with the accounting for

estimates, accruals and reserves;

level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be

expected to be raised by the Corporation’s financial statements, or experience actively supervising one or more persons engaged in such

activities;

(d) an understanding of internal controls and procedures for financial reporting; and

(e) an understanding of audit committee functions, acquired through any one or more of the following:

(i) education and experience as a chief financial officer, principal accounting officer, corporate controller,

certified public accountant or auditor or experience in one or more positions that demonstrate meaningful experience overseeing such functions

as a senior executive officer;

(ii) experience actively supervising a principal financial officer, principal accounting officer, controller,

public accountant, auditor or person performing similar functions;

(iii) experience overseeing or assessing the performance of companies or public accountants with respect to

the preparation, auditing or evaluation of financial statements; or

(iv) other relevant experience.

“Board Interlocks” means when two directors of one

public company sit together on the board of another company.

“Committee Interlocks” means

when a Board Interlock exists, plus the relevant two directors also sit together on a board committee for one or both of the companies.

“Financially Literate” means

the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that

are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s

financial statements.

“GAAP” means generally accepted

accounting principles in the United States of America that the SEC has identified as having substantial authoritative support, as supplemented

by Regulation S-X under the 1934 Act, as amended from time to time.

“Governance, Nominating and Compensation

Committee” means the Governance, Nominating and Compensation Committee of the Board.

“Immediate Family Member” means

an individual’s spouse, parent, child, sibling, mother or father-in-law, son or daughter-in-law, brother or sister-in-law, and anyone

(other than an employee of either the individual or the individual’s immediate family member) who shares the individual’s home.

“Independent Director(s)” means

a director who has been affirmatively determined by the Board to have no material relationship with the Corporation, either directly or

as a partner, shareholder or officer of an organization that has a relationship with the Corporation. A material relationship is one that

could reasonably be expected to interfere with a director’s exercise of independent judgment. In addition to any other requirement of

applicable securities laws or stock exchange provisions, a director who:

2026 MANAGEMENT INFORMATION CIRCULAR/A- 4

(a) is or was an employee or executive officer, or whose Immediate Family Member is or was an executive officer,

of the Corporation is not independent until three years after the end of such employment relationship;

(b) is receiving or has received, or whose Immediate Family Member is an executive officer of the Corporation

and is receiving or has received, during any 12-month period within the last three years more than CA$75,000 in direct compensation from

the Corporation, other than director and committee fees and pension or other forms of fixed compensation under a retirement plan (including

deferred compensation) for prior service (provided such compensation is not contingent in any way on continued service), is not independent;

of or employed in an audit, assurance, or tax compliance practice in a professional capacity by, the Corporation’s present or former internal

or external auditor, is not independent until three years after the end of such partnership, affiliation or employment relationship, as

applicable, with the auditor;

(d) is or was employed as, or whose Immediate Family Member is or was employed as, an executive officer of

another company (or its parent or a subsidiary) where any of the present (at the time of review) executive officers of the Corporation

serve or served on that company’s (or its parent’s or a subsidiary’s) compensation committee, is not independent until three years after

the end of such service or the employment relationship, as applicable; and

(e) is an executive officer or an employee of, or whose Immediate Family Member is an executive officer of,

another company (or its parent or a subsidiary) that has made payments to, or received payments from, the Corporation for property or

services in an amount which, in any of the last three fiscal years exceeds the greater of US$1 million or 2% of such other company’s consolidated

gross revenues, in each case, is not independent.

Additionally, an Independent Director for the

purposes of the Audit Committee and the Governance, Nominating and Compensation Committee, specifically may not:

(a) accept directly or indirectly, any consulting, advisory, or other compensatory fee from the Corporation,

other than director and committee fees and pension or other forms of fixed compensation under a retirement plan (including deferred compensation)

for prior service (provided such compensation is not contingent in any way on continued service); or

(b) be an affiliated person of the Corporation (within the meaning of applicable rules and regulations).

Furthermore, an Independent Director for the

purposes of the Governance, Nominating and Compensation Committee, specifically may not:

(a) have a relationship with senior management that would impair

the director’s ability to make independent judgments about the Corporation’s executive compensation.

For the purposes of the definition of Independent

Director, the term “Corporation” includes any parent or subsidiary in a consolidated group with the Corporation and includes

Brookfield Asset Management ULC and any of its subsidiaries.

In addition to the requirements for independence

set out in paragraph (c) above, Members of the Audit and Governance, Nominating and Compensation Committees must disclose any other

form of association they have with a current or former external or internal auditor of the Corporation to the Governance, Nominating and

Compensation Committee for a determination as to whether this association affects the Member’s status as an Independent Director.

“Lead Independent Director” is

responsible for facilitating the functioning of the board independent of management and non-independent Chair.

“Statement of Corporate Governance Practices”

means the statement of corporate governance practices section of the Corporation’s management information circular.

“Sustainability” includes but

is not limited to responsibility or experience overseeing and/or managing: climate change risks; GHG emissions; natural resources; waste

management; energy efficiency; biodiversity; water use; environmental regulatory and/or compliance matters; health and safety; human rights;

labour practices; diversity and inclusion; talent attraction and

2026 MANAGEMENT INFORMATION CIRCULAR/A- 5

retention; human capital development; community/stakeholder

engagement; board composition and engagement; business ethics; anti-bribery & corruption; audit practices; regulatory functions;

and data protection and privacy.

“Unaffiliated Director” means

any director who (a) does not own greater than a de minimis interest in the Corporation (exclusive of any securities compensation

earned as a director) and (b) within the last two years has not directly or indirectly (i) been an officer of or employed by

the Corporation, or any of its respective affiliates, (ii) performed more than a de minimis amount of services for the Corporation,

or any of its affiliates, or (iii) had any material business or professional relationship with the Corporation or its affiliates

other than as a director of the Corporation or any of its affiliates. “De minimis” for the purpose of this test includes factors

such as the relevance of a director’s interest in the Corporation.

2026 MANAGEMENT INFORMATION CIRCULAR/A- 6

BROOKFIELD

ASSET MANAGEMENT

Brookfield.com

NYSE:

BAM

TSX:

BAM

BROOKFIELD

CORPORATE OFFICES

United

States

Canada

United

Kingdom

Australia

Brookfield

Place

Brookfield

Place

One

Canada Square

Brookfield

Place

225

Liberty Street, 8th Floor

181

Bay Street, Suite 100

Level 25

Level 19

New

York, NY

Bay

Wellington Tower

Canary

Wharf

Carrington Street

10281-1048

Toronto,

ON M5J 2T3

London

E14 5AA

Sydney,

NSW 2000

+1.212.417.7000

+1.416.363.9491

+44.20.7659.3500

+61.2.9158.5100

Brazil

United

Arab Emirates

India

China

Avenida

das Nações Unidas,

Level 24,

ICD Brookfield Place

Unit

01, 11F, Tower C

14.401

Mustaqbal Street, DIFC

4th

Floor, Godrej BKC

One

East, No. 768

Parque

da Cidade-Torre Paineira

P.O.

Box 507234

Bandra

Kurla Complex

South

Zhongshan 1st Road

15°

andar

Dubai

Mumbai

400 051

Huangpu

District,

São

Paulo–SP

+971.4.597.0100

+91.22.6600.0700

Shanghai,

China

CEP

04794-000

+86.21.2306.0700

+55

(11) 2540.9150

OAKTREE

CORPORATE OFFICES

United

States

United

States

United

Kingdom

Hong

Kong

333

South Grand Avenue

1301

Avenue of the Americas

Verde

Suite

6101, 61/Floor

28th

Floor

34th

Floor

Bressenden Place

Two

International Finance Centre

Los

Angeles, CA 90071

New

York, NY 10019

London

SW1E 5DH

Finance Street

+1.213.830.6300

+1.212.284.1900

+44.20.7201.4600

Central,

Hong Kong

+852

3655.6800

REGIONAL

OFFICES

North

America

South

America

Europe

/ Middle East

Asia

Pacific

Bermuda

Bogotá

Amsterdam

Sydney

Brentwood

Dublin

Beijing1

Calgary

Frankfurt

Hong

Kong

Chicago

Luxembourg

Mumbai

Dallas

Madrid

Seoul

Houston

Paris

Shanghai

Los

Angeles

Stockholm

Singapore

Stamford

Zurich

Tokyo

Dubai

Riyadh

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm268291d6_ex99-2.htm · Sequence: 3

Exhibit 99.2

Brookfield Asset Management Ltd.

(the “Corporation”)

Annual and Special Meeting

May 7, 2026 at 2:30 p.m. (New York time)

Brookfield Place, 225 Liberty Street, 10th Floor, New York, NY

(the “Meeting”)

Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY OR ON BEHALF OF THE MANAGEMENT OF THE

CORPORATION.

2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING

MATERIALS PRIOR TO VOTING.

3. If you appoint the Management Nominees indicated on the reverse to vote on

your behalf, they must also vote in accordance with your instructions or, if no

instructions are given, in accordance with the Voting Recommendations

highlighted for each Resolution on the reverse. If you appoint someone else to

vote your securities, they will also vote in accordance with your instructions or,

if no instructions are given, as they in their discretion choose.

4. This proxy confers discretionary authority on the person named to vote in their

discretion with respect to amendments or variations to the matters identified in the

Notice of the Meeting accompanying the proxy or such other matters which may

properly come before the meeting or any adjournment or postponement thereof.

5. The securityholder has a right to appoint a person or company to represent the

securityholder at the meeting other than the person or company designated in

the form of proxy. Such right may be exercised by inserting, on the reverse of this

form, in the space labeled “Please print appointee name”, the name of the person to

be appointed, who need not be a securityholder of the Corporation.

6. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated,

it is deemed to bear the date of its mailing to the securityholders of the Corporation.

7. To be valid, this proxy must be filed using one of the Voting Methods and must be

received by TSX Trust Company before the Filing Deadline for Proxy, noted on the

reverse or in the case of any adjournment or postponement of the meeting not less

than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the

adjourned or postponed meeting. Late proxies may be accepted or rejected by the

Chair of the meeting in their discretion, and the Chair is under no obligation to accept

or reject any particular late proxy.

8. If the holder is a corporation, the proxy must be executed by an officer or attorney

thereof duly authorized, and the holder may be required to provide documentation

evidencing the signatory’s power to sign the proxy.

9. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer

to the Proxy Protocol.

Electronic Delivery

If you are a registered securityholder and wish to enroll for electronic delivery

for future issuer communications including meeting related materials, financial

statements, DRS, etc., where applicable, you may do so:

1. After you vote online at https://www.meeting-vote.com using your 13-digit

control number.

2. Through TSX Trust’s online portal, Investor Central. You may log in or

enroll at services.tsxtrust.com/edelivery

For assistance, please contact TSX TRUST INVESTOR SERVICES.

Mail: 301 - 100 Adelaide Street West Toronto, ON, M5H 4H1

Tel: 1-800-387-0825 or 416-682-3860

Email: shareholderinquiries@tmx.com

Investor Central

TSX Trust Company offers at no cost to holders, the convenience of secure 24-

hour access to all data relating to their account including summary of holdings,

transaction history, and links to valuable holder forms and Frequently Asked

Questions.

To register, please visit: https://www.tsxtrust.com/icreg and complete the

registration form.

VOTING METHOD

INTERNET Go to https://www.meeting-vote.com and

enter the 13 digit control numbers above

SCAN AND EMAIL proxyvote@tmx.com

TELEPHONE 1-888-489-7352

MAIL or HAND DELIVERY TSX Trust Company

BY MAIL: Proxy Department, P.O. Box 721,

Agincourt, ON M1S 0A1

BY HAND: 301 - 100 Adelaide

Street West, Toronto, Ontario, M5H

4H1

Notice-and-Access

The Canadian securities regulators have adopted rules which permit the use of

notice-and-access for proxy solicitation instead of the traditional physical delivery

of material. This process provides the option to post meeting related materials

including management information circulars as well as annual financial statements

and management's discussion and analysis, on a website in addition to EDGAR

and SEDAR+. Under notice-and-access, meeting related materials will be available

for viewing for up to 1 year from the date of posting and a paper copy of the material

can be requested at any time during this period.

Disclosure regarding each matter or group of matters to be voted on is set out in

the Management Information Circular (the "Circular") of the Corporation dated

March 23, 2026 in the section with the same title as each resolution on the reverse.

You should review the Circular before voting.

Brookfield Asset Management Ltd. has elected to utilize notice-and-access

and provide you with the following information:

Meeting materials are available electronically at www.sec.gov/edgar,

www.sedarplus.ca and also at https://bam.brookfield.com.

If you wish to receive a paper copy of the meeting materials or have

questions about notice-and-access, please call 1-866-989-0311 or e-mail

bam.enquiries@brookfield.com. In order to receive a paper copy in time to

vote before the meeting, your request should be received by April 21, 2026.

RESOLUTIONS - VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

Brookfield Asset Management Ltd.

(the “Corporation”)

Annual and Special Meeting

May 7, 2026 at 2:30 p.m. (New York time)

Brookfield Place, 225 Liberty Street, 10th Floor, New York, NY

SECURITY CLASS: CLASS A RECORD DATE: March 10, 2026 FILING DEADLINE FOR PROXY: May 5, 2026 at 5:00 p.m. (New York time)

The undersigned hereby appoints Olivia (Liv) Garfield, whom failing Cyrus Madon (the “Management Nominees”), or instead of any of them, the following

Appointee

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters

that may properly come before the meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the

undersigned were personally present at the said meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any,

provided below.

APPOINTEES

Please print appointee name

FORM OF PROXY (“PROXY”)

Signature of registered owner(s) Date (MM/DD/YYYY)

This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

- SEE VOTING GUIDELINES ON REVERSE -

1. Election of Directors FOR WITHHOLD

a) Barry Blattman

b) Angela F. Braly

c) Marcel R. Coutu

d) Scott Cutler

e) Bruce Flatt

f) Olivia (Liv) Garfield

g) Nili Gilbert

h) Keith Johnson

i) Bruce Karsh

j) Brian W. Kingston

k) Cyrus Madon

l) Diana Noble

2. Appointment of Auditor FOR WITHHOLD

Appointment of Deloitte LLP as Auditor of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.

3. Advisory Resolution on Approach to Executive Compensation FOR AGAINST

Approval of the Say on Pay Resolution set out in the Circular.

4. Adoption of a New Management Share Option Plan FOR AGAINST

Approval of the 2026 Management Share Option Plan Resolution set out in the Circular.

5. Amendments to Escrowed Stock Plan FOR AGAINST

Approval of the Escrowed Stock Plan Amendment Resolution set out in the Circular.

Interim Financial Statements – Mark this box if you would like to receive Interim Financial Statements and Management’s Discussion and Analysis.

You may also go to TSX Trust’s website at services.tsxtrust.com/financialstatements and input code 1086.

Check this box if you wish to receive the selected financial statements

electronically or visit services.tsxtrust.com/edelivery to enroll.

(optional on the Issuer providing via email)

By providing my email address, I hereby acknowledge and consent to all provisions outlined

in the following: www.tsxtrust.com/consent-to-electronic-delivery

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Cover

Apr. 02, 2026

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Apr. 02, 2026

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Brookfield Asset Management Ltd.

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0001937926

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98-1702516

Entity Incorporation, State or Country Code

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Brookfield Place

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225 Liberty Street, 8th Floor

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New York

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10281-1048

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