EX-99.1 2 d345125dex991.htm EX-99.1

Brookfield Asset Management

|  | PROXY |  | CLASS A LIMITED VOTING SHARES |  |

PROXY, solicited by management, for the special meeting of Shareholders of Brookfield Asset Management Inc. (the “Corporation”) to be held on Wednesday, November 9, 2022 at 11:30 a.m. (Toronto time), via live audio webcast online at https://web.lumiagm.com/432503728 (the “Meeting”) password “brookfield2022” (case sensitive), and at all adjournments thereof.

Capitalized terms used and not otherwise defined herein have the meaning given to them in the management information circular of the Corporation dated September 30, 2022 (the “Circular”).

If you wish to appoint a proxyholder other than the Corporation’s nominees below YOU MUST enter the name of your proxyholder below AND call 1-866-751-6315 (within North America) or 212-235-5754 (outside of North America) or visit online at https://www.tsxtrust.com/control-number-request by 5:00 p.m. (Toronto time) on November 7, 2022 and provide TSX Trust Company (“TSX Trust”) with the required information for your chosen proxyholder so that TSX Trust may provide the proxyholder with a control number via email. This control number will allow your proxyholder to log in to and vote at the Meeting. Without a control number your proxyholder will only be able to log in to the Meeting as a guest and will not be able to ask questions or vote.

The undersigned holder of Corporation Class A Shares hereby appoints FRANK J. MCKENNA, or failing him BRIAN D. LAWSON, (or in lieu thereof ), as proxy of the undersigned to attend and vote, in respect of all the Corporation Class A Shares registered in the name of the undersigned, at the Meeting, and at any adjournments thereof, on the following matters:

1. |  | ArrangementResolution (Mark either (a) or (b))
|  | (a) |  | ☐ |  | FOR the Arrangement Resolution, the full text of which is set forth in Appendix A to the Circular; or
|  | (b) |  | ☐ |  | AGAINST the Arrangement Resolution.
2. |  | Manager MSOP Resolution (Mark either (a) or (b))
|  | (a) |  | ☐ |  | FOR the Manager MSOP Resolution, the full text of which is set forth in Appendix I to the Circular; or
|  | (b) |  | ☐ |  | AGAINST the Manager MSOP Resolution.
3. |  | Manager NQMSOP Resolution (Mark either (a) or (b))
|  | (a) |  | ☐ |  | FOR the Manager NQMSOP Resolution, the full text of which is set forth in Appendix J to the Circular; or
|  | (b) |  | ☐ |  | AGAINST the Manager NQMSOP Resolution.
4. |  | Manager Escrowed Stock Plan Resolution (Mark either (a) or (b))
|  | (a) |  | ☐ |  | FOR the Manager Escrowed Stock Plan Resolution, the full text of which is set forth in Appendix K to the Circular; or
|  | (b) |  | ☐ |  | AGAINST the Manager Escrowed Stock Plan Resolution.

In addition, the undersigned appoints such person as proxy to vote and act as aforesaid upon any amendments or variations to the matters identified in the Notice of Meeting and on all other matters that may properly come before the Meeting. Unless otherwise specified above, the shares represented by this proxy will be voted by the persons whose names are printed above for each of the Arrangement Resolution, the Manager MSOP Resolution, the Manager NQMSOP Resolution and the Manager Escrowed Stock Plan Resolution set out in the Circular.

Name of Shareholder: |  |  |  |

Number of Corporation Class A Shares: |  |  |  |

|  | Date: |  |  |  | , 2022 |  |
Signature |  |  |  |  |  |  |  |

NOTES:

1. | If this proxy is not dated in the space provided, it will be deemed to be dated as of the date on which it was mailed to you by management of the Corporation.

2. | If the shareholder is an individual, please sign exactly as your shares are registered.

If the shareholder is a corporation, this proxy must be executed by a duly authorized officer or attorney of the shareholder and, if the corporation has a corporate seal, its corporate seal should be affixed. If shares are registered in the name of an executor, administrator or trustee, please sign exactly as the shares are registered. If the shares are registered in the name of the deceased or other shareholder, the shareholder’s name must be printed in the space provided, the proxy must be signed by the legal representative with his/her name printed below his/her signature and evidence of authority to sign on behalf of the shareholder must be attached to this proxy.

3. | To be valid, this proxy must be signed, dated and deposited with the Secretary of the Corporation c/o TSX Trust Company via one of the below options, not later than 5:00 p.m. (Toronto time) on Monday, November 7, 2022 or, if the Meeting is adjourned, 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment of the Meeting: by mail, to Attention: Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1; by fax at 416-368-2502 or 1-866-781-3111; by email, with a scanned copy to proxyvote@tmx.com; by telephone, toll-free at 1-888-489-5760 or by Internet, at www.tsxtrust.com/vote-proxy and by following the instructions for electronic voting. A shareholder will be prompted to provide the control number printed below the preprinted name and address. The telephone voting service is not available on the day of the Meeting, and registered shareholders may not appoint a person as proxyholder other than the management nominees named in this form of proxy when voting by telephone.

4. | A shareholder has the right to appoint a person (who need not be a shareholder) to represent the shareholder at the Meeting other than the management representatives designated in this proxy. Such right may be exercised by inserting in the space provided the name of the other person the shareholder wishes to appoint and delivering the completed proxy to the Secretary of the Corporation, as set out above. In addition, YOU MUST call 1-866-751-6315 (within North America) or 212-235-5754 (outside of North America) or visit online at https://www.tsxtrust.com/control-number-request by 5:00 p.m. (Toronto time) on November 7, 2022 and provide TSX Trust with the required information for your chosen proxyholder so that TSX Trust may provide the proxyholder with a control number via email. This control number will allow your proxyholder to log in to and vote at the Meeting. Without a control number your proxyholder will only be able to log in to the Meeting as a guest and will not be able to ask questions or vote.

5. | Reference is made to the Circular for further information regarding completion and use of this proxy and other information pertaining to the Meeting.

6. | If a share is held by two or more persons, any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote in respect thereof, but if more than one of them are present or represented by proxy, they shall vote together in respect of each share so held.

7. | The shares represented by this proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for and, if the shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly.