附录99.1

表格51-102F3

重大变动报告

brookfield corporation（BN”)
181 Bay Street，Suite 100

优质的商业地点

安大略省多伦多市

M5J 2T3

2024年10月31日

有关的联合新闻稿 重大变更由 BN 和布鲁克菲尔德资产管理有限公司发布（」巴姆」) 于二零二四年十月三十一日至 全球新闻网的设施。联合新闻稿的副本随后在电子数据分析系统上提交。 检索 + (」塞达尔 +」）在 BN 的个人资料下： 网址：塞达普鲁斯网站.

2024年10月31日，BN和BAm达成协议（即「安排」），根据该协议，BAm将拥有并反映100％的资产管理业务，而BN目前持有的资产管理业务的73％股权将间接通过拥有BAm公开交易股份约73％间接持有。安排协议 ])->除BN目前对资产管理业务的73％持有的间接持有权之外，BAm将拥有并反映100％的资产管理业务（即「安排」）

2022年成立BAm有助于简化BAm的故事，自那时起，BAm的股东基数显著扩大。该安排将继续扩大BAM的股东基数，并通过将所有权集中在BAm之下，而不是在BN和BAm之间分散，进一步简化资产管理公司的结构。这项安排还将导致BAM的市值反映出资产管理业务价值的100％，BAm管理层认为这将使BAM的规模和结构与其美国全球替代资产管理业务的同行保持一致，并使BAm有可能未来被纳入一些最广泛关注的全球大盘股指之一，包括美国。

根据安排条款，布鲁克菲尔德资产管理将收购约73%的优先普通股（“”公司”）的布鲁克菲尔德资产管理 ULC（“资产管理公司”）自BN及其某些子公司作为这项安排的一部分。布鲁克菲尔德资产管理将发行 A类有限投票股份（“所有板块的A类股份”）给BN，以换取BN及其子公司目前所持有的所有普通股，比例为一对一。作为这项安排的一部分，布鲁克菲尔德资产管理的章程还将进行修改，以确保 BN在拥有多数表决权股份期间控制BAm。资产管理公司拥有并运营布鲁克菲尔德领先的全球另类资产管理业务。

该安排预计于2025年初结束，需获得BAm股东和法庭批准以及其他常规的结束条件，包括获得纽约证券交易所（"NYSE"）和多伦多证券交易所（tsx）的上市批准。纽交所TSX”).

已根据BN在SEDAR+上的档案，提交了安排协议的副本。 www.sedarplus.ca.

2024年10月31日，BN和BAm宣布采取措施，以加强BAm的企业架构，并将BAm定位于更广泛的股指期货收纳中，尤其是在美国境内。作为这项努力的一部分，BAm现在已将其总部迁至纽约。此外，BN和BAm已签订协议，根据该协议，BAm将拥有并反映100%的资产管理业务，BN目前对资产管理业务的73%利益将通过间接拥有BAm的约73%公开交易股份来持有。

根据安排的条款，所有板块将从BN及其部分子公司收购约73%的流通普通股，作为该安排的一部分。 BAm将发行A类股份，以换取BN及其子公司目前持有的所有普通股，比例为一对一。 作为安排的一部分，BAM的章程也将进行修改，确保BN在持有大多数投票股份的情况下长期控制BAm。该资产管理公司拥有并运营Brookfield领先的全球替代资产管理业务。

安排的审查和评估是在董事会的治理和提名委员会（"GNC"）监督下进行的，根据其授权，GNC可审查并监管所有重大提议的相关方交易，以及涉及潜在利益冲突的情况，这些情况不需要根据适用证券法由"独立特别委员会"处理。董事会的董事会治理和提名委员会（"GNC"）根据其章程进行了BN的检查和评估，该章程授权GNC，包括审查和监督所有重大提议的相关方交易和涉及潜在利益冲突的情况，这些情况不需要根据适用证券法由"独立特别委员会"处理。BN（""）的董事会是依据其章程在董事会治理和提名委员会（"GNC"）监督下进行的，根据其章程的授权，GNC除其他事项外，审查并进行监督所有重大提议的相关方交易和涉及潜在利益冲突的情况。董事会"之后的独立董事：Frank J. McKenna，Diana L. Taylor和Hutham S. Olayan。 GNC的每位成员对于Multilateral Instrument 61-101（""MI 61-101"）而言是BAm的独立的。 特定交易中对少数安防股东的保护 (“MI 61-101"目的的BAm独立。”).

GNC经过评估并考虑了安排、安排协议及其他许多因素，一致判断安排符合BN的最佳利益，并一致建议董事会判断安排符合BN的最佳利益并批准安排。董事会在主席兼BM和BN的CEO布鲁斯·弗拉特先生弃权的情况下，基于GNC的建议等原因，一致（i） 判断安排符合BN的最佳利益；（ii）确定安排不会对BN或其股东造成不良影响；以及（iii）批准了安排。

安排原因

GNC和董事会分别仔细考虑了与安排有关的多个因素，包括但不限于以下因素。这些因素对BAm有利，也预计将对BN作为BAm的重要股东带来好处。

Each of the GNC and the Board also considered the following direct benefits to BN that are expected to result from the Arrangement:

The Arrangement Agreement

BAM and BN have entered into the Arrangement Agreement to provide for the terms of the Arrangement and certain customary covenants. The following description of the Arrangement Agreement is not complete and is qualified in its entirety by reference to the full text of the Arrangement Agreement. A copy of the Arrangement Agreement has been filed on SEDAR+ under BN’s profile at www.sedarplus.ca.

Covenants Regarding the Arrangement

The Arrangement Agreement contains certain customary covenants of the parties that they will, subject to the terms of the Arrangement Agreement, (i) use their respective commercially reasonable efforts to implement the Arrangement, (ii) cooperate with and assist each other in dealing with transitional and other matters relating to or arising from the Arrangement or the Arrangement Agreement, and (iii) satisfy the conditions precedent to the completion of the Arrangement. BAM has also agreed to conduct its business in the ordinary course, consistent with past practice, from the date of the Arrangement Agreement until the Arrangement is completed.

Conditions Precedent

Completion of the Arrangement is subject to certain customary conditions precedent, including: (i) approval of the Arrangement by the shareholders of BAM; (ii) granting of exemptive relief or the approval of the Arrangement by shareholders of BN; (iii) obtaining of the interim order and the final order of the Supreme Court of British Columbia in respect of the Arrangement; (iv) approval of NYSE and the TSX of the additional listing of the Class A Shares to be issued to BN under the Arrangement; and (v) there having not occurred a material adverse effect in respect of the Asset Management Company. The conditions precedent in the Arrangement Agreement for each of BAM and BN may be waived, in whole or in part, in BAM or BN’s respective sole discretion. Certain conditions precedent to the completion of the Arrangement in the Arrangement Agreement will be deemed to be satisfied, waived or released upon the Arrangement becoming effective.

Amendments

The Arrangement Agreement provides that, subject to the provisions of the interim order of the Supreme Court of British Columbia, the plan of arrangement and applicable law, at any time and from time to time before the effective time of the Arrangement, the Arrangement Agreement and the plan of arrangement may be amended, modified or supplemented by written agreement of BAM and BN.

Termination

The Arrangement Agreement may be terminated at any time before the implementation of the Arrangement (i) by mutual written agreement of BAM and BN; or (ii) by either BAM or BN if the implementation of the Arrangement has not occurred by March 31, 2025.

Formal Valuation

The following summary of the Formal Valuation is qualified in its entirety by, and should be read in conjunction with, the full text of the Formal Valuation, which will be filed on SEDAR+ under BN’s profile at www.sedarplus.ca. The full text of the Formal Valuation describes, among other things, the assumptions made, procedures followed, information reviewed, matters considered and limitations and qualifications on the review undertaken by KPMG in connection with the Formal Valuation.

The Formal Valuation was provided for the sole use of the BAM GNCC and the BAM Board and may not be used by any other person or relied upon by any other person other than the members of the BAM GNCC and the BAM Board, or used for any other purpose, without the express prior written consent of KPMG.

Background

The BAM GNCC determined that KPMG was a qualified and independent valuator for purposes of MI 61-101. As a result, the BAM GNCC retained KPMG to provide it with a formal valuation in accordance with the requirements of MI 61-101.

Mandate and Professional Fees

KPMG was engaged by the BAM GNCC to provide the Formal Valuation pursuant to a letter dated September 30, 2024 and executed on October 2, 2024 (the “Engagement Agreement”). KPMG will be paid a fixed fee for rendering the Formal Valuation and will be reimbursed for its reasonable out-of-pocket expenses to complete the Formal Valuation. KPMG will also be indemnified by the BAM GNCC in respect of certain liabilities which may be incurred by KPMG in connection with the provision of its services. No part of KPMG’s fees pursuant to the Engagement Agreement are contingent in whole or in part on the conclusions reached in the Formal Valuation or completion of the Arrangement.

Independence and Credentials of KPMG

KPMG is one of the world’s largest professional services firms, offering a broad range of services. KPMG’s valuation professionals have significant experience in valuing a broad range of companies for various purposes, including securities law compliance, fairness opinions, solvency opinions, mergers and acquisitions, corporate income tax purposes and litigation matters, among other things. The Formal Valuation is the opinion of KPMG as a firm, and the form and content thereof have been approved for release by a committee, each of whom is a member of the Canadian Institute of Chartered Business Valuators and experienced in merger, acquisition, divestiture and valuation matters.

Having regard to the provisions of section 6.1 of MI 61-101, KPMG has confirmed that KPMG, including its affiliates and the engagement team, is independent. KPMG is not the auditor of BAM, BN, the Asset Management Company or any of their respective affiliates (collectively, “Brookfield”). KPMG has not advised Brookfield or any other party in connection with the Arrangement. Also, KPMG’s fees for its engagement are not contingent upon its findings and KPMG does not have any financial interest in the completion of the Arrangement.

In the ordinary course of business, KPMG (including its affiliates) have and continue to perform advisory and tax work for Brookfield. KPMG reviewed its records to determine whether it has entered into engagement agreements with, or has earned fees from Brookfield in the past five years, and provided a disclosure letter to the BAM GNCC on September 30, 2024 with respect to its findings. KPMG has determined that it is independent for the purpose of MI 61-101 (and will continue to be independent throughout its engagement), without any conflict of interest for its engagement and that it has the appropriate qualifications to prepare the Formal Valuation.

Scope of Review and Restrictions, Assumptions and Limitations

The scope of review, matters considered, reviews undertaken and restrictions, assumptions and limitations of the Formal Valuation are set forth in the Formal Valuation, the full text of which will be filed on SEDAR+ under BN’s profile at www.sedarplus.ca.

In particular, KPMG has relied upon the completeness, accuracy and fair presentation of all the financial and other factual information, data, advice, opinions or representations obtained by it from public sources, obtained by or on behalf of BAM and/or the Asset Management Company, or otherwise obtained by KPMG, including those representations contained in a certificate of BAM (collectively, the “Information”). The Formal Valuation is conditional upon the completeness, accuracy and fair presentation of such Information. Subject to the exercise of professional judgment, KPMG has not attempted to verify independently the completeness, accuracy or fair presentation of any of this Information. In preparing the Formal Valuation, KPMG has made certain assumptions in addition to those noted therein which it considered to be reasonable and appropriate in the circumstances.

Approach to Value

The Formal Valuation is based upon methodologies and assumptions that KPMG considered appropriate in the circumstances for the purposes of arriving at an opinion as to the range of fair market value of the Common Shares and the Class A Shares. Based on KPMG’s understanding of the ongoing nature of BAM’s and the Asset Management Company’s operations, KPMG concluded that BAM and the Asset Management Company should be valued using a going concern assumption.

Valuation Conclusion

Based on the scope of KPMG’s review and subject to the assumptions and limitations as noted in the Formal Valuation, KPMG is of the opinion that, as at October 31, 2024, the fair market value of the Common Shares is in the range of $46.35 to $51.67 per Common Share and the fair market value of the Class A Shares was in the range of $46.43 to $51.63 per Class A Share.

Prior Valuations

To the knowledge of BN or any of its directors or senior officers, after reasonable inquiry, other than the Formal Valuation, there has been no “prior valuation” of BN or of its securities or material assets in the 24 months preceding the date of this material change report.

Multilateral Instrument 61-101

BN has applied to the Ontario Securities Commission, as principal regulator, for exemptive relief (the “Exemptive Relief”) pursuant to section 9.1 of MI 61-101 and Multilateral Instrument 11-102 – Passport System from the requirements of sections 5.4 and 5.6 of MI 61-101 applicable to BN to obtain a formal valuation and minority approval of the Arrangement. If the Exemptive Relief is granted, BN does not intend to seek shareholder approval or obtain a formal valuation in respect of the Arrangement.

Certain directors and senior officers of BAM that own Class A Limited Voting Shares of BN, and BAM Partners Trust, which owns the Class B Limited Voting Shares of BN, may be considered related parties of an interested party to the Arrangement for purposes of MI 61-101. The Arrangement will not affect the percentage of Class A Shares or Class B Shares owned by such related parties.

Not applicable.

Not applicable.

Not applicable.

For further information, please contact Swati Mandava, Managing Director, Legal & Regulatory, at (416) 359-8647.

November 1, 2024

Caution Regarding Forward-Looking Statements

This material change report contains “forward-looking information” within the meaning of Canadian provincial securities laws and “forward-looking statements” within the meaning of the U.S. Securities Act of 1933, the U.S. Securities Exchange Act of 1934, “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and in any applicable Canadian securities regulations (collectively, “forward-looking statements”). Forward-looking statements include statements that are predictive in nature, depend upon or refer to future results, events or conditions, and include, but are not limited to, statements which reflect management’s current estimates, beliefs and assumptions and which are in turn based on our experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. The estimates, beliefs and assumptions of BN and BAM are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and as such, are subject to change. Forward-looking statements are typically identified by words such as “expect”, “anticipate”, “believe”, “foresee”, “could”, “estimate”, “goal”, “intend”, “plan”, “seek”, “strive”, “will”, “may” and “should” and similar expressions. In particular, the forward-looking statements contained in this press release include statements referring to BN’s and BAM’s beliefs as to the completion and timing of the Arrangement, BAM’s potential inclusion in global stock indices and other expected impacts of the Arrangement. Factors that could cause actual results, performance, achievements or events to differ from current expectations include, among others, risks and uncertainties related to: obtaining approvals, rulings, court orders and consents, or satisfying other requirements, necessary or desirable to permit or facilitate completion of the Arrangement (including regulatory and shareholder approvals); future factors that may arise making it inadvisable to proceed with, or advisable to delay, all or part of the Arrangement; and business cycles, including general economic conditions.

Other factors, risks and uncertainties not presently known to BN or BAM or that BN and BAM currently believe are not material could also cause actual results or events to differ materially from those expressed or implied by statements containing forward-looking statements. Readers are cautioned not to place undue reliance on statements containing forward-looking statements that are included in this press release, which are made as of the date of this press release, and not to use such information for anything other than their intended purpose. BN and BAM disclaim any obligation or intention to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.