EX-99.2 3 tm2517617d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

Brookfield WEALTH SOLUTIONS LTD.

 

REPORT ON VOTING RESULTS

 

Annual General and Special Meeting of Shareholders
June 10, 2025

 

National Instrument 51-102 – Section 11.3 (Canada)

 

An annual general and special meeting of the holders of class A exchangeable limited voting shares (“class A shares”), class B limited voting shares (“class B shares”) and class C non-voting shares (“class C shares”) of Brookfield Wealth Solutions Ltd. (the “company”) was held on June 10, 2025 at 10:30 AM Eastern Daylight Time, in a virtual meeting format via live audio webcast.

 

The following is a summary of the votes cast by the holders of the class A shares, class B shares, and class C shares represented at this meeting. Capitalized terms used herein but not otherwise defined have the meanings given to such terms in the management information circular of the company dated May 8, 2025 (the “Circular”).

 

Election of Directors

 

All of the 10 nominees proposed by management for election to the board of directors of the company were nominated and elected at this meeting by acclamation. As indicated below, each director elected at this meeting also received a majority of the proxy votes cast for and withheld from voting for the individual director.

 

Management received the following proxies from holders of class A shares in regard to the election of the five directors nominated for election by this class of shareholders:

 

Director Nominee  Votes For   %   Votes Withheld   % 
Dr. Soonyoung Chang   23,747,124   99.17    199,324    0.83 
William Cox   22,970,300    95.92    976,149    4.08 
Michele Coleman Mayes   23,696,733    98.96    249,716    1.04 
Lars Rodert   23,273,435    97.19    673,014    2.81 
Anne Schaumburg   23,678,628    98.88    267,820    1.12 

 

Management received a proxy from the holder of class B shares to vote all 24,000 class B shares for each of the five directors nominated for election by this shareholder class:

 

Director Nominee  Votes For   % 
Barry Blattman   24,000    100 
Gregory Morrison   24,000    100 
Lori Pearson   24,000    100 
Sachin Shah   24,000    100 
Jay Wintrob   24,000    100 

 

 

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Appointment of External Auditors

 

The resolution to reappoint Deloitte LLP, Chartered Accountants, as the external auditor of the company to hold office until the next annual general meeting of shareholders and to authorize the directors to fix the remuneration to be paid to the external auditor was approved by the majority of the votes cast by the holders of class A shares and by the holder of class B shares, each voting as a separate class.

 

Management received the following proxies from the holders of class A shares and class B shares on this resolution:

 

Class  Outcome  Votes For   %   Votes Against   % 
class A shares  Carried   24,067,742   99.90    22,932    0.10 
class B shares  Carried   24,000    100    Nil    Nil 

 

Return of Capital Distribution Resolution

 

The resolution approving a quarterly return of capital distribution on the class A shares and the class B shares of the company in respect of the periods ending on or around September 29, 2025, December 31, 2025, March 31, 2026 and June 30, 2026, as set out in Appendix A of the Circular, was approved by the majority of the votes cast by the holders of class A shares and by the holder of class B shares, each voting as a separate class.

 

Management received the following proxies from the holders of class A shares and class B shares on this resolution:

 

Class  Outcome  Votes For   %   Votes Against   % 
class A shares  Carried   23,926,776   99.92    19,672    0.08 
class B shares  Carried   24,000    100    Nil    Nil 

 

Share Issuance Resolution

 

The resolution for the issuance of up to a maximum of 150,000,000 class A shares, during the twelve-month period from the date of the meeting, in connection with one or more Share Issuance Transaction was approved by the majority of the votes cast by the holders of class A shares, class B shares and class C shares, each voting as a separate class.

 

 

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Management received the following proxies from the holders of class A shares, class B shares and class C shares on this resolution:

 

Class  Outcome  Votes For   %   Votes Against   % 
class A shares*  Carried   18,124,787    99.74    46,634    0.26 
class B shares  Carried   24,000    100    Nil    Nil 
class C shares  Carried   201,116,647    100    Nil    Nil 

 

* Excluding 5,775,027 class A shares (which includes the impact of the Class A Voting Adjustment), subject to the Class A Voting Adjustment, required to be excluded under the rules of the Toronto Stock Exchange.

 

Other Business

 

There were no other matters coming before this meeting that required a vote by any of the shareholders of our company.

 

  BROOKFIELD WEALTH SOLUTIONS LTD.
   
  By: /s/ Seamus MacLoughlin
   

Seamus MacLoughlin

Corporate Secretary

 

Date: June 10, 2025