Brookfield Wealth Solutions Ltd.
MANAGEMENT INFORMATION CIRCULAR
Annual General and Special Meeting - June 10, 2025
LETTER TO THE SHAREHOLDERS
To our shareholders,
You are invited to attend an annual general and special meeting of holders of shares of Brookfield Wealth Solutions Ltd. ("Brookfield Wealth Solutions", "BWS", "we," "our" or the "company"). The meeting will occur at 10:30 a.m. Eastern Daylight Time on June 10, 2025, in a virtual meeting format via live audio webcast available online at https://www.virtualshareholdermeeting.com/BNT2025. You can read about the business of the meeting beginning on page 12 of the accompanying Management Information Circular (the "Circular"). This Circular also provides important information on voting your shares at the meeting, our ten director nominees, our corporate governance practices, and director and executive compensation. Additional details on how to access our live audio and participate in our annual general and special meeting can be found in the "General Proxy Matters" section of the Circular.
Our company was incorporated on December 10, 2020, under Bermuda law as an exempted company limited by shares. Our company is focused on securing the financial futures of individuals and institutions through a range of retirement services, wealth protection products and tailored capital solutions. Through our operating subsidiaries, we offer a broad range of insurance products and services, including life insurance and annuities, and personal and commercial property and casualty insurance. In doing so, we seek to match our liabilities with a portfolio of high-quality investments to generate attractive, risk-adjusted returns within our business. We leverage our relationship with Brookfield to opportunistically source new business and deploy our capital in assets that are tailored to our investment needs. Our relationship with Brookfield provides us with access to a diverse mix of leading alternative investment strategies that we believe are well-suited for this purpose.
An investment in our company's class A exchangeable limited voting shares ("class A exchangeable shares") is intended to be, as nearly as practicable, functionally and economically equivalent to an investment in class A limited voting shares ("Brookfield Class A Share") of Brookfield Corporation. Each exchangeable share is exchangeable on a one-for-one basis into a Brookfield Class A Share at any time and receives distributions at the same time and in the same amount per share as the cash dividends paid on each Brookfield Class A Share. Due to this intended economic equivalence, we strongly encourage shareholders to read the company's continuous disclosure documents together with those of Brookfield Corporation.
Potential Share Issuances
In November 2023, our company successfully completed a reverse exchange offer (the "2023 Exchange Offer"), pursuant to which holders of Brookfield Class A Shares were offered newly issued class A-1 exchangeable non-voting shares (the "class A-1 exchangeable shares") in exchange for a Brookfield Class A Share on a one-for-one-basis.
In the future our company or Brookfield Corporation or one of its subsidiaries (a "Brookfield Acquiror") may seek to provide shareholders of Brookfield Corporation with opportunities to increase their ownership of our class A exchangeable shares by way of one or more public or private reverse exchange or similar transactions, including offers similar to the 2023 Exchange Offer, or by way of other mechanisms, such as an offer by Brookfield Corporation to its shareholders. Our company is therefore seeking the approval of our shareholders to issue or provide for the delivery of class A exchangeable shares, directly or indirectly, during the twelve-month period from the date of the meeting, in connection with one or more reverse exchange offers or transactions having a similar effect (including any initial issuance of class A exchangeable shares to a Brookfield Acquiror for subsequent delivery to Brookfield Corporation shareholders) (such transactions, "Share Issuance Transactions"). The company has made no determination to proceed with any Share Issuance Transaction, and there is no guarantee that a Share Issuance Transaction may occur during such twelve-month period.
The purpose of any Share Issuance Transaction will be to increase the equity base and market capitalization of our company, which in turn will position our company for future growth. Brookfield Wealth Solutions is a "paired entity" to Brookfield Corporation, enabling any such Share Issuance Transaction to be structured so that the equity base and market capitalization of Brookfield Wealth Solutions can be enhanced without any dilution to holders of class A exchangeable shares or Brookfield Class A Shares.
If consummated, each Share Issuance Transaction would also provide holders of Brookfield Class A Shares with an alternative, efficient means through which to hold an interest in the paired entity.
Record Date and Other Shareholder Information
The company has fixed May 8, 2025, as the record date for determining those shareholders entitled to receive notice and to vote at the meeting. The accompanying Circular provides additional information relating to the matters to be dealt with at the meeting.
Your vote is important regardless of the number of shares you own and your relative voting power may be increased or decreased in accordance with the terms of the class A exchangeable shares as set out in our byelaws (the "Class A Voting Adjustment") and as further described in Part One - Questions and Answers. Whether or not you plan to attend the meeting, please take the time to vote by using the internet or by telephone as described in this Circular or by completing the enclosed proxy card and mailing it in the enclosed envelope. You are urged to read this information carefully and, if you require assistance, to consult your own legal, tax, financial or other professional advisor.
If you are not registered as the holder of your shares but hold your shares through a broker or other intermediary, you should follow the instructions provided by your broker or other intermediary to vote your shares. See the section in the Circular entitled "General Proxy Matters" for further information on how to vote your shares.
On behalf of the board of directors, I wish to express our appreciation for your continued faith in us and we look forward to meeting with you (virtually) on June 10, 2025.
Yours truly,
"Lori Pearson"
Lori Pearson
Chair of the Board of Directors May 8, 2025
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
An annual general and special meeting (the "meeting") of the holders of class A exchangeable limited voting shares ("class A exchangeable shares"), class B limited voting shares (the "class B shares") and class C non-voting shares (the "class C shares") of Brookfield Wealth Solutions Ltd. ("Brookfield Wealth Solutions", "we," "our" or the "company") will be held on June 10, 2025 at 10:30 a.m. Eastern Daylight Time ("EDT"), in a virtual meeting format via live audio webcast available online at https://www.virtualshareholdermeeting.com/BNT2025.
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to receive the audited consolidated financial statements of the company for the fiscal year ended December 31, 2024, including the external auditor's report thereon;
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to elect each of the ten director nominees of the company who will serve until the next annual meeting of shareholders;
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to re-appoint Deloitte LLP, the external auditor of the company, who will serve until the next annual meeting of shareholders and authorize the board of directors of the company to set its remuneration;
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to consider and, if thought advisable, pass a resolution (the "Return of Capital Resolution") approving: a quarterly return of capital distributions on each of the class A exchangeable shares and the class B shares of the company, and corresponding reductions to the authorized share capital of the company, in each case, in respect of the periods ending on or around September 29, 2025, December 31, 2025, March 31, 2026, and
June 30, 2026;
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as required under the rules of the Toronto Stock Exchange, to consider and, if thought advisable, pass a resolution (the "Share Issuance Resolution") authorizing our company to issue or provide for the delivery of, directly or indirectly, up to a maximum of 150,000,000 class A exchangeable shares, during the twelve-month period from the date of the meeting, in connection with one or more public or private reverse exchange or similar transactions, including offers similar to the 2023 Exchange Offer (as defined in the Circular) or transactions having a similar effect (including any initial issuance of class A exchangeable shares to a subsidiary of Brookfield Corporation for subsequent delivery to Brookfield Corporation shareholders) (each such transaction, a "Share Issuance Transaction" and collectively, the "Share Issuance Transactions"); and
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to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
Specific details relating to the Return of Capital Resolution, the Share Issuance Resolution and the other matters to be considered at the meeting are set forth in our management information circular (the "Circular") accompanying this notice of meeting under the heading "Business of the Meeting". The full text of certain resolutions to be approved at the meeting are set out in Appendix "A" - "Resolutions to be Approved at the Meeting" to the accompanying Circular.
The board unanimously recommends that shareholders vote FOR each of the ten director nominees of our company, the Return of Capital Resolution, the Share Issuance Resolution and the related matters at the meeting.
The meeting will be held in a virtual meeting format as a means to afford equal opportunity to all shareholders to take part in the meeting. Shareholders will be able to listen to, participate in and vote at the meeting in real time through a web-based platform instead of attending the meeting in person. You can attend and vote at the virtual meeting by joining the live audio webcast at: https://www.virtualshareholdermeeting.com/BNT2025. See "General Proxy Matters" in the Circular for more information on how to listen, register for and vote at the meeting.
You have the right to vote at the meeting by online ballot through the live audio webcast platform if you were a shareholder of our company at the close of business on May 8, 2025, the record date for the meeting. See "Questions and Answers" in the Circular for more information on voting rights.
Instructions on Voting at the Virtual Meeting
Your vote is important regardless of the number of shares you own. Registered shareholders and duly appointed proxyholders will be able to attend the virtual meeting and vote in real time, provided they are connected to the internet and follow the instructions in the Circular. See "General Proxy Matters" in the Circular. Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the virtual meeting as guests but will not be able to ask questions or vote at the meeting.
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 virtual meeting) you must carefully follow the instructions in the Circular and on the form of proxy or voting instruction form. See "General Proxy Matters" in the Circular. These instructions include the additional step of registering your proxyholder with our transfer agent, TSX Trust Company, after submitting the form of proxy or voting instruction form. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving a control number to participate in the virtual meeting and only being able to attend as a guest. Guests will be able to listen to the virtual meeting but will not be able to ask questions or vote.
Information for Registered Shareholders
Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) that attend the meeting online will be able to vote by completing a ballot online during the meeting through the live webcast platform.
If you are not attending the virtual meeting and wish to vote by proxy, we must receive your vote by 5:00 p.m. EDT on Friday, June 6, 2025. You can cast your proxy vote in the following ways:
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On the Internet at https://www.proxyvote.com;
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Mail your signed proxy using the business reply envelope accompanying your proxy;
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Call by telephone at 1.800.474.7493.
Information for Non-Registered Shareholders
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.
By Order of the Board
Seamus MacLoughlin
Seamus MacLoughlin Corporate Secretary
May 8, 2025
Attachments
Disclaimer
Brookfield Wealth Solutions Ltd. published this content on May 16, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 16, 2025 at 12:14 UTC.
