NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND

AVAILABILITY OF INVESTOR MATERIALS

An Annual Meeting of Shareholders of Brookfield Asset Management Inc. (the “Corporation” or “Brookfield”) will be held at the Design Exchange, 234 Bay Street, Toronto, Canada on Friday, June 16, 2017 at 10:30 a.m. Eastern Daylight Time (EDT), to:

1. receive the consolidated financial statements of the Corporation for the fiscal year ended December 31, 2016, including the external auditor’s report;

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; and

4. consider and, if thought advisable, pass an advisory resolution on the Corporation’s approach to executive compensation.

We will consider any other business that may properly come before the meeting. You have the right to vote at the meeting if you were a Brookfield shareholder at the close of business on May 3, 2017. Before casting your vote, we encourage you to review the meeting’s business in the section “Business of the Meeting” of our management information circular to be dated May 1, 2017 (the “Circular”). The Circular will be made publicly available on May 15, 2017.

This year we are again posting electronic versions of the Circular and our 2016 Annual Report (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 “Notice and Access 2017” and at www.sedar.com and www.sec.gov/edgar.

Under Notice and Access, if you would like paper copies of any investor materials please contact us at 1-866-989-0311 or 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. EDT on June 1, 2017. All shareholders who have signed up for electronic delivery of the investor materials will continue to receive them by email.

Webcast

The meeting will be broadcast live by video webcast. The webcast of the meeting may be accessed at http://services.choruscall.ca/ links/bamagm20170616.html.

Information for Registered Holders

If you are not attending the meeting and wish to vote by proxy, we must receive your vote by 5:00 p.m. EDT on Wednesday, June 14, 2017. You can cast your proxy vote in the following ways:

· On the Internet at www.cstvotemyproxy.com;

· Fax your signed proxy to (416) 368-2502 or 1-866-781-3111;

· Mail your signed proxy using the business reply envelope accompanying your proxy; or

· Scan and send your signed proxy to proxy@canstockta.com.

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.

	By Order of the Board

	A.J. Silber
	Corporate Secretary

Toronto, Canada

April 27, 2017

LETTER TO SHAREHOLDERS

To our shareholders,

On behalf of your Board of Directors, I am pleased to invite you to attend the 2017 annual meeting of Brookfield Asset Management Class A and B shareholders. The meeting will take place at 10:30 a.m. on Friday, June 16, 2017 in Toronto, Canada. You can read about the business of the meeting beginning on page six of the accompanying Management Information Circular. This circular also provides important information on voting your shares at the meeting, our 16 director nominees, our corporate governance practices, and director and executive compensation.

2016 Highlights

It has been another year of growth for the company. We completed fundraising for Brookfield Infrastructure Fund III with an aggregate of $14 billion of equity commitments, creating a global infrastructure fund that invests in high quality, infrastructure assets on a value basis. This is the largest private fund we have ever raised and one of the largest private infrastructure funds ever raised.

We also completed the launch of Brookfield Business Partners L.P., our publicly traded partnership dedicated to the business services and industrial operations of our private equity group. This represents a key milestone in our strategy of creating flagship, specialized public affiliates for each of our major business groups. Investors now have the ability to invest directly in our private equity group.

During the year, we deployed $18 billion of capital across all of our operations. Some of the more notable transactions this past year included: (i) the acquisition of a power generator in Colombia; (ii) the privatization of a U.S. mall operator; and (iii) the acquisition of a container terminal and port, terminal and supply chain services business in Australia.

The Board has been active in overseeing our strategic plan to build a leading global alternative asset manager, focused on investing in long-life, high quality assets across real estate, infrastructure, renewable power and private equity. The Board has played a key role in driving our business plan to acquire businesses that form the backbone of the global economy. At each of our quarterly meetings, the Board spends time evaluating our strategy in the context of initiatives across the organization.

We continue to manage the premier portfolio of office properties in the world, an industry-leading infrastructure business spanning utilities, transport, energy, communications infrastructure, one of the largest pure-play renewable power businesses, as well as many high quality business services and industrial companies. There are inherent risks in these businesses and the Board invests time reviewing enterprise risk management and monitoring the company’s ongoing compliance with obligations faced by our asset management business in the jurisdictions where we operate.

Board Developments

The Board devoted significant time to Board renewal this year, with a specific focus on enhancing geographic diversity relevant to our strategic priorities. The Board continues to seek diversity of business expertise and international experience that matches the company’s operations by both market and industry.

As part of ongoing Board renewal, two new individuals have been identified as director nominees at the meeting: Murilo Ferreira and Rafael Miranda. These nominees are both very global businessmen but also have extensive business experience in South America and Continental Europe, respectively, where we have significant and growing operations. We are thrilled that they have agreed to stand for election to our Board.

Phil Lind and George Taylor retired this year after each serving over two decades on our Board. Their insight and advice as directors through this period of growth and transition for the company has been invaluable. I want to extend our appreciation to Phil and George for their commitment to Brookfield and contributions as directors over such a long period of service.

Shareholder Meeting

Please take time to read our management information circular and determine how you will vote your shares. Your participation in our annual meeting is important to us and we are thankful for your engagement in this process.

The Board wishes to express our appreciation for your continued faith in us and we look forward to meeting with you on June 16th.

Yours truly,

The Honourable Frank J. McKenna
Brookfield Asset Management Board Chair
May 2017

PART ONE – VOTING INFORMATION

This Management Information Circular (“Circular”) is provided in connection with the solicitation by management of Brookfield Asset Management Inc. (“Brookfield” or the “Corporation”) of proxies for the Annual Meeting of Shareholders of the Corporation (the “meeting”) referred to in the Corporation’s Notice of Annual Meeting of Shareholders and Availability of Investor Materials dated April 27, 2017 (the “Notice”) to be held at the Design Exchange, 234 Bay Street, Toronto, Canada on Friday, June 16, 2017 at 10:30 a.m. Eastern Daylight Time (EDT). The meeting will be broadcast live by video webcast. The webcast of the meeting may be accessed at http://services.choruscall.ca/links/bamagm20170616.html.

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 “Notice and Access 2017,” on our SEDAR profile at www.sedar.com and on our EDGAR profile at www.sec.gov/edgar 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 the Corporation at nominal cost. The cost of solicitation will be borne by the Corporation.

The information in this Circular is given as at May 1, 2017, unless otherwise indicated. As the Corporation operates in U.S. dollars and reports financial results in U.S. dollars, all financial information in this Circular is denominated in U.S. dollars, unless otherwise indicated. All references to £ are to British Pound Sterling and 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 2016 as reported by Bloomberg L.P. (“Bloomberg”) of C$1.00 = US$0.7555, unless otherwise indicated.

Who Can Vote

As of May 1, 2017, the Corporation had 988,518,421 Class A Limited Voting Shares (“Class A Shares”) and 85,120 Class B Limited Voting Shares (“Class B Shares”) outstanding. The Class A Shares are co-listed on the New York Stock Exchange (“NYSE”) under the symbol “BAM,” the Toronto Stock Exchange (“TSX”) under the symbol “BAM.A” and Euronext under the symbol “BAMA.” The Class B Shares are all privately held (see “Principal Holders of Voting Shares” on page 4 of this Circular for further information). Each registered holder of record of Class A Shares and Class B Shares at the close of business on Wednesday, May 3, 2017 (the “Record Date”) established for the purposes of determining shareholders entitled to receive notice of and to vote at the meeting will, except as otherwise provided in this Circular, be entitled to one vote for each Class A Share or Class B Share held 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.

Holders of Class A Shares are entitled, as a class, to elect one-half of the board of directors of the Corporation (the “Board”), and holders of Class B Shares are entitled, as a class, to elect the other one-half of the Board. See “Election of Directors” on page 6 of this Circular for further information.

Notice and Access

Brookfield 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, Brookfield has posted this Circular and form of proxy on its website at https://bam.brookfield.com under “Notice and Access 2017,” in addition to the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com and the Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) at www.sec.gov/edgar. Brookfield 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. Brookfield will not directly send the Notice Package to non-registered shareholders. Instead, Brookfield will pay Intermediaries (as defined on page 2 of this Circular) to forward the Notice Package to all non-registered shareholders.

The Corporation 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 Brookfield’s philosophy towards sustainable growth. Additionally, adopting Notice and Access has significantly lowered printing and mailing costs associated with the Corporation’s shareholder meetings.

Registered and non-registered shareholders who have signed up for electronic delivery of this Circular and the Corporation’s Annual Report (which includes management’s discussion and analysis and consolidated financial statements for the fiscal year ended

2017 MANAGEMENT INFORMATION CIRCULAR / 1

December 31, 2016) (the “Annual Report”) will continue to receive them by email. No shareholders will receive a paper copy of this Circular unless they contact the Corporation, in which case the Corporation 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. EDT on June 1, 2017 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, the Corporation will mail this Circular within 10 calendar days of any request.

Q & A on Proxy Voting

What am I voting on?

Resolution	Who Votes	Board Recommendation
Election of 1/2 the Directors	Class A Shareholders	FOR each Director Nominee
Election of 1/2 the Directors	Class B Shareholders	FOR each Director Nominee
Appointment of the External Auditor and	Class A Shareholders	FOR the resolution
authorizing Directors to set its remuneration	Class B Shareholders
Advisory Vote on Executive Compensation	Class A Shareholders	FOR the resolution

Who is entitled to vote?

Holders of Class A Shares and holders of Class B Shares as at the close of business on May 3, 2017 are each entitled to one vote per share on the items of business as identified above.

How do I vote?

If you are a registered shareholder, you may:

· vote in person at the meeting; or

· sign the form of proxy sent to you appointing the named persons or some other person you choose (who need not be a shareholder) to represent you as proxyholder and vote or withhold from voting your shares at the meeting.

If you are a non-registered shareholder and your shares are held in the name of an intermediary such as a bank, trust company, securities dealer, broker or other intermediary (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 4 for voting instructions.

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

If you are a registered shareholder and plan to attend the meeting on June 16, 2017 and wish to vote your shares in person at the meeting, please register with Brookfield’s transfer agent, CST Trust Company, 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 4 for voting instructions.

Who is soliciting my proxy?

The proxy is being solicited by management of Brookfield and the associated costs will be borne by Brookfield.

What happens if I sign the proxy sent to me?

Signing the proxy appoints Frank J. McKenna or J. Bruce Flatt, each of whom is a director of Brookfield, 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 Brookfield directors named on the form of proxy to be your proxyholder. Write the name of this person (or company) in the blank space on the form of proxy. The person you appoint does not need to be a shareholder. Please make sure that any other person you appoint is attending the meeting and knows he or she has been appointed to vote your shares. Proxyholders should present themselves to a representative of CST Trust Company when they arrive at the meeting.

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What do I do with my completed proxy?

Return it to CST Trust Company in the envelope provided to you by mail or by fax at (416) 368-2502 or 1-866-781-3111 no later than 5:00 p.m. EDT on Wednesday, June 14, 2017, which is two business days before the day of the meeting.

Can I vote by Internet?

Yes. If you are a registered shareholder, go to www.cstvotemyproxy.com and follow the instructions on this website. You will need your control number (located under your address on the form of proxy) to identify yourself to the system. You must submit your vote by no later than 5:00 p.m. EDT on Wednesday, June 14, 2017, which is two business days before the day of the meeting.

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 Brookfield at the address below no later than 5:00 p.m. EDT on the last business day preceding the date of the meeting, Thursday, June 15, 2017, or any adjournment of the meeting, or to the Chair of the Board (the “Chair”) prior to the start of the meeting on Friday, June 16, 2017, or the day of the adjourned meeting.

Corporate Secretary

Brookfield Asset Management Inc.

Brookfield Place, Suite 300

181 Bay Street

P.O. Box 762

Toronto, Ontario M5J 2T3

Fax: (416) 362-9642

If you are a non-registered shareholder, you may revoke a voting instruction form previously given to an Intermediary at any time by written notice to the Intermediary. An Intermediary is not required to act on a revocation of a voting instruction form unless they receive it at least seven calendar days before the meeting. A non-registered shareholder may then submit a revised voting instruction form in accordance with the directions on the form.

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 CST Trust Company, P.O. Box 700 Station B, Montreal, Quebec, H3B 3K3; or by fax at (514) 985-8843 or 1-888-249-6189. You can also submit your request online by visiting the CST Trust Company’s website: www.canstockta.com/electronicdelivery.

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 favour of all resolutions put before shareholders of the meeting. See “Business of the Meeting” on page 6 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 of the date of this Circular, management of Brookfield 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?

Brookfield’s transfer agent, CST Trust Company, counts and tabulates the proxies.

2017 MANAGEMENT INFORMATION CIRCULAR / 3

How do I contact the transfer agent?

For general shareholder enquiries, you can contact CST Trust Company as follows:


Mail	Telephone/Fax	Online

CST Trust Company	Tel: (416) 682-3860	Email: inquiries@canstockta.com
P.O. Box 700, Station B	within Canada and the United States toll
Montreal, Quebec H3B 3K3	free at 1-800-387-0825	Website: www.canstockta.com

	Fax: 1-888-249-6189 or (514) 985-8843

If my shares are not registered in my name but are held in the name of an Intermediary, how do I vote my shares?

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 or broker 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., or the Depository Trust Company, which the Intermediary is a participant of.

Your Intermediary is required to send you a voting instruction form for the number of shares you beneficially own.

Since Brookfield has limited access to the names of its non-registered shareholders, if you attend the meeting Brookfield may have no record of your shareholdings or of your entitlement to vote unless your Intermediary has appointed you as proxyholder. Therefore, if you wish to vote in person at the meeting, insert your name in the space provided on the voting instruction form and return it by following the instructions provided therein. Do not otherwise complete the form as your vote will be taken at the meeting. Please register with CST Trust Company when you arrive at the meeting.

The Corporation has distributed copies of the Notice Package to the depository and to Intermediaries for onward distribution to non-registered shareholders. Intermediaries are required to forward the Notice Package to non-registered shareholders.

Non-registered shareholders who have not opted for electronic delivery will receive a voting instruction form to permit them to direct the voting of the shares they beneficially own. Non-registered shareholders should follow the procedures set out on the form and contact their Intermediaries promptly if they need assistance.

A non-registered shareholder who does not wish to attend and vote at the meeting in person must complete and sign the voting instruction form and return it in accordance with the directions on the form. If a non-registered shareholder does wish to attend and vote at the meeting in person (or have another person attend and vote on his or her behalf), the non-registered shareholder must complete, sign and return the voting instruction form in accordance with the directions on the form.

Non-registered shareholders should follow the instructions on the forms they receive and contact their Intermediaries promptly if they need assistance.

Principal Holders of Voting Shares

Partners Limited owns directly 100% of the 85,120 outstanding Class B Shares, which are entitled to, among other things, elect one-half of the directors of the Corporation. The shareholders of Partners Limited, directly and indirectly, consist of current directors and senior executives of the Corporation and its affiliates as well as a limited number of former senior executives (each, a “Partner” and collectively, the “Partners”). The Partners collectively own, directly or indirectly, exercise control or direction over, have contractual arrangements such as options to acquire, or otherwise hold beneficial or economic ownership interests in, approximately 200 million Class A Shares in the aggregate, representing approximately 20% of such class of shares on a fully diluted basis and a 20% common equity interest in the Corporation. These interests include Class A Shares held directly and indirectly by the Partners as well as their proportionate beneficial interests in Class A Shares held by Partners Limited and Partners Value Investments LP (“PVI”), a limited partnership listed on the TSX Venture Exchange. In addition to its 100% interest in the Class B Shares, Partners Limited also owns, among other things, a direct interest in 867,495 Class A Shares, representing an approximate 0.1% interest in this class of shares, and an approximate 49% interest in the limited partnership units of PVI (in addition to a 49% interest in the general partner of PVI). PVI’s primary business purpose is to provide its unitholders with an efficiently financed ownership interest in Class A Shares and to invest additional financial resources in a diversified portfolio of financial assets to provide liquidity and enhance return on capital. The Partners themselves collectively own, on an individual basis, an additional approximate 40% limited partnership interest in PVI. PVI owns approximately 85.8 million Class A Shares on a consolidated basis, representing an approximate 9% interest in this

4 / BROOKFIELD ASSET MANAGEMENT INC.

class of shares. To the knowledge of the directors and officers of the Corporation, Partners Limited is the only person or corporation that beneficially owns, directly or indirectly, or exercises control or direction over, voting securities of the Corporation carrying more than 10% of the votes attached to any class of outstanding voting securities of the Corporation.

Partners Limited is an Ontario corporation that was formed in 1995 and whose principal business mandate is to hold shares of the Corporation, directly or indirectly, for the long term. As at May 1, 2017, there were 40 Partners, and they collectively own, directly or indirectly, the common shares of Partners Limited. The following individuals, who are each direct or indirect shareholders of Partners Limited, are also current directors of the Corporation or Named Executive Officers of the Corporation for 2016: Jeffrey M. Blidner, Jack L. Cockwell, J. Bruce Flatt, David W. Kerr, Brian D. Lawson, Brian W. Kingston, Cyrus Madon and Samuel J.B. Pollock (see “Compensation Discussion and Analysis” on page 41 for further information on “Named Executive Officers”). Additionally, Messrs. Cockwell, Kerr and Lawson are directors of Partners Limited.

Partners Limited’s operations are governed by a shareholders’ agreement (the “Partners Shareholders Agreement”) to which each shareholder of Partners Limited (each, a “Partners Shareholder”), and each Partner, is a party. Certain decisions of Partners Limited require the approval of a majority of the Partners (irrespective of shares held) and other decisions require the approval of a majority or supermajority of shares held by the Partners Shareholders. Specifically, Partners Shareholders holding two-thirds of the shares of Partners Limited can at any time require a Partners Shareholder to sell his, her or its shares based on the stock market price of the Class A Shares at the time. The Partners Shareholders Agreement also provides that: (i) unless otherwise approved by holders of at least two-thirds of the common shares of Partners Limited, any sale of an interest in Partners Limited will only be made to other Partners Shareholders; (ii) any changes to Partners Limited’s by-laws, election of directors, dividend policy, principal investments, the issue or redemption of shares or admission of other individuals as Partners Shareholders require the approval of those holding at least two-thirds of Partners Limited’s common shares; and (iii) Partners Limited will offer to purchase 5% of its outstanding shares annually based on the stock market price of the Class A Shares, subject to Partners Limited’s financial capability at the time. An important business objective of Partners Limited, as expressed through the Partners Shareholders Agreement, is to ensure orderly succession of ownership, including Partners Limited’s direct and indirect ownership in shares of the Corporation.

For estate planning and other reasons, many of the Partners hold their interests in Partners Limited through holding entities on an individual or joint basis. One such holding entity (“Partners Holdings”) was the original sponsor of Partners Limited and is owned, directly and indirectly, by a number of long-serving executives of the Corporation, including Jack L. Cockwell, Timothy G. Price, David W. Kerr and J. Bruce Flatt. Although Partners Holdings itself owns a majority interest in Partners Limited, none of the shareholders of Partners Holdings nor any other Partners own, on a look-through, proportionate basis, 33% or more of Partners Limited. The shareholders of Partners Holdings, as well as Partners Holdings itself, are signatories to the Partners Shareholders Agreement and are all therefore bound by its terms. The shareholders of Partners Holdings have agreed that they will vote all Class A Shares owned or controlled, directly or indirectly, by them in favour of the election of directors of the Corporation that have been endorsed by Partners Holdings. However, irrespective of Partners Holdings’ ownership percentage in Partners Limited and any arrangements between the shareholders of Partners Holdings, the Partners have the contractual ability to exercise control over material decisions of Partners Limited.

Partners Limited is a party to a Trust Agreement with Montreal Trust Company of Canada (now operating as Computershare Trust Company of Canada) as trustee for the holders of Class A Shares, dated August 1, 1997 (the “Trust Agreement”). The Trust Agreement provides, among other things, that Partners Limited has agreed not to sell any Class B Shares, directly or indirectly, pursuant to a takeover bid at a price per share in excess of 115% of the market price of the Class A Shares or as part of a transaction involving purchases made from more than five persons or companies in the aggregate, unless a concurrent offer is made to all holders of Class A Shares. The concurrent offer must be: (i) for the same percentage of Class A Shares as the percentage of Class B Shares offered to be purchased from Partners Limited; (ii) at a price per share at least as high as the highest price per share paid pursuant to the takeover bid for the Class B Shares; and (iii) on the same terms in all material respects as the offer for the Class B Shares. These provisions in the Trust Agreement also apply to any sale of shares in Partners Limited if such a sale would be deemed an indirect offer for the Class B Shares under the takeover bid provisions of the Securities Act (Ontario). Additionally, Partners Limited has agreed to prevent any person or company, including a Partners Shareholder, from carrying out a direct or indirect sale of Class B Shares in contravention of the Trust Agreement.

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PART TWO – BUSINESS OF THE MEETING

We will address four items at the meeting:

1. Receiving the consolidated financial statements of the Corporation for the fiscal year ended December 31, 2016, including the external auditor’s report;

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; and

4. Considering an advisory resolution on the Corporation’s approach to executive compensation.

We will also consider other business that may properly come before the meeting.

As of 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, he or she 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 the Corporation for the fiscal year ended December 31, 2016 are included in the Annual Report. The Annual Report is available on the Corporation’s website, https://bam.brookfield.com under “Notice and Access 2017” and on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar, and is being mailed to the Corporation’s registered shareholders and non-registered shareholders who have contacted the Corporation to request a paper copy of the Annual Report. 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 16 members, all of whom are to be elected at the meeting. Holders of Class A Shares are entitled, as a class, to elect one-half of the Board, and holders of Class B Shares are entitled, as a class, to elect the other one-half of the Board.

If you own Class A Shares, you can vote on the election of eight directors. The following persons are proposed as nominees for election by the holders of Class A Shares:


·	M. Elyse Allan	·	Murilo Ferreira	·	Rafael Miranda	·	Seek Ngee Huat

·	Angela F. Braly	·	Frank J. McKenna	·	Youssef A. Nasr	·	Diana L. Taylor

If you own Class B Shares, you can vote on the election of eight directors. The following persons are proposed as nominees for election by the holders of Class B Shares:


·	Marcel R. Coutu	·	Lord O’Donnell	·	Jack L. Cockwell	·	Robert J. Harding

·	Maureen Kempston Darkes	·	Jeffrey M. Blidner	·	J. Bruce Flatt	·	David W. Kerr

Majority Voting Policy

The Board has adopted a policy stipulating that, if the total number of shares voted in favour 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 7 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.

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Cumulative Voting for Directors

The articles of the Corporation provide for cumulative voting in the election of directors. Each shareholder of a class or series of shares of the Corporation 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 its votes in favour of one candidate or distribute 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 in 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 Brookfield.

Voting by Proxy

The management representatives designated on the proxy to be completed by holders of Class A Shares intend to cast the votes represented by such proxy FOR and equally among the proposed nominees for election by the holders of Class A Shares as set forth on pages 8 to 11 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.

The management representatives designated on the proxy to be completed by the holder of Class B Shares intend to cast the votes represented by such proxy FOR and equally among the proposed nominees for election by the holder of Class B Shares as set forth on pages 12 to 15 of this Circular.

Director Nominees

The Board recommends that the 16 director nominees be elected at the meeting to serve as directors of the Corporation 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 Brookfield 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 affairs of the Corporation.

Fourteen of the director nominees were elected as members of the Board at the Annual and Special Meeting of Shareholders on June 17, 2016 and are standing for re-election. Murilo Ferreira and Rafael Miranda are standing for election to the Board for the first time. Current directors Philip B. Lind and George S. Taylor are not standing for re-election at the meeting.

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 in 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, Brookfield shareholdings as at May 1, 2017 and other public company board positions held. See “Director Share and DSU Ownership Requirements” on page 40 of this Circular for further information on director share ownership requirements.

2017 MANAGEMENT INFORMATION CIRCULAR / 7

The following eight individuals are nominated for election as directors by the holders of the Corporation’s Class A Shares.

M. Elyse Allan, C.M. (a) Age: 59 Director since: 2015 (Independent) (b) Areas of Expertise: CEO experience Governance Government and public policy Growth initiatives Industry sectors – business services, energy, industrials, technology	Ms. Allan is the President and CEO of General Electric Canada Company Inc., a digital industrial company, a position she has held since 2004, and a Vice-President of General Electric Co. She serves on the Board of Directors for the C.D. Howe Institute and the Conference Board of Canada, and is a member of the Advisory Board of Canada’s Ecofiscal Commission and the Board of Overseers at the Tuck School of Business at Dartmouth. Ms. Allan recently completed her Board term at the Canadian Council of Chief Executives and the Canadian Chamber of Commerce, where she also served as Chair.
	Brookfield Board/Committee Membership			Public Board Membership During Last Five Years
	Board Risk Management Committee (from June 17, 2016)			Brookfield Asset Management Inc.			2015 – 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 (e)
	2017	1,791	6,240		8,031	November 5, 2020
	2016	1,791	1,805
	Change	—	4,435

Angela F. Braly (a) Age: 55 Director since: 2015 (Independent) (b) Areas of Expertise: CEO experience Financial expertise Governance Government and public policy Legal expertise Industry sectors – health care	Ms. Braly is the former Chair of the Board, President and Chief Executive Officer of WellPoint, Inc., a health benefits company now known as Anthem, Inc. She was Chair of the Board from 2010 to 2012 and President and Chief Executive Officer 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.
	Brookfield Board/Committee Membership			Public Board Membership During Last Five Years
	Board Audit Committee			Brookfield Asset Management Inc. Exxon Mobil Corporation Lowe’s Companies, Inc. The Procter and Gamble Company			2015 – Present 2016 – Present 2013 – Present 2009 – 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 (e)
	2017	—	10,094		10,094	May 6, 2020
	2016	—	4,837
	Change	—	5,257

8 / BROOKFIELD ASSET MANAGEMENT INC.

Murilo Ferreira (a) Age: 63 New Director Nominee (Independent) (b) Areas of Expertise: CEO experience Financial expertise International experience Industry sectors – metals and mining	Mr. Ferreira is a Brazilian business executive who is the current CEO of Vale SA (“Vale”), a Brazilian multinational corporation engaged in metals and mining and the largest producer of iron ore and nickel in the world. Mr. Ferreira has held this position since 2011. Mr. Ferreira began his professional career at Vale in 1977 and was formerly the CEO of Vale Inco, Vale’s Canadian operations.
	Brookfield Board/Committee Membership			Public Board Membership During Last Five Years
	N/A			Petroleo Brasileiro SA			2015
	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 (e)
	2017	—	—		—	June 16, 2022
	2016	—	—
	Change	—	—

The Honourable Frank J. McKenna, P.C., O.C., O.N.B. (a) Age: 69 Director since: 2006 (Independent) (b) Areas of Expertise: Governance Government and public policy International experience Legal expertise Industry sectors – energy, financial services, power, real estate	Mr. McKenna is Chair of the Board of the Corporation, a position he has held since August 2010. Mr. McKenna is Deputy Chair, TD Bank Group, a financial institution. Mr. McKenna is a former Ambassador of Canada to the U.S.A. and a former Premier of the Province of New Brunswick.
	Brookfield Board/Committee Membership			Public Board Membership During Last Five Years
	Board, Chair Governance and Nominating Committee, Chair			Brookfield Asset Management Inc. Canadian Natural Resources Limited			2006 – Present 2006 – 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 (e)
	2017	—	144,946		144,946	Met
	2016	—	126,508
	Change	—	18,438

2017 MANAGEMENT INFORMATION CIRCULAR / 9

Rafael Miranda (a) Age: 66 New Director Nominee (Independent) (b) Areas of Expertise: CEO experience Financial expertise Governance Government and public policy Growth Initiatives International experience Industry sectors – infrastructure, power	Mr. Miranda is the retired CEO of Endesa, S.A., the largest electric utility company in Spain, where he served as Managing Director from 1987 to 1997 and as CEO from 1997 to 2009. He was also Chairman of the Endesa Foundation from 2009 to 2015. Mr. Miranda is Honorary Chairman of Eurelectric, the European Electricity Association, and serves as the Chairman of the Board of Directors of Acerinox, S.A., a stainless steel manufacturing conglomerate group based in Spain, and Hispania Activos Inmobiliarios, S.A., a REIT publicly listed in Spain. Mr. Miranda has been a director of Brookfield Infrastructure Partners L.P. since 2013.
	Brookfield Board/Committee Membership			Public Board Membership During Last Five Years
	N/A			Acerinox, S.A. Brookfield Infrastructure Partners L.P. Hispania Activos Inmobiliarios, S.A.			2014 – Present 2013 – Present 2014 – 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 (e)
	2017	—	—		—	June 16, 2022
	2016	—	—
	Change	—	—

Youssef A. Nasr (a) Age: 62 Director since: 2010 (Independent) (b) Areas of Expertise: CEO experience Financial expertise Governance Government and public policy International experience Industry sectors – financial services	Mr. Nasr is a former Chairman and Chief Executive Officer of HSBC Middle East Ltd., a multinational banking and financial services company. Before that, he was President of HSBC Bank Brazil, and President and Chief Executive Officer of HSBC Strategic Investments Inc., HSBC USA Inc., HSBC Bank USA and HSBC Bank Canada.
	Brookfield Board/Committee Membership			Public Board Membership During Last Five Years
	Board Risk Management Committee			Brookfield Asset Management Inc.			2010 – 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 (e)
	2017	19,500	20,728		40,228	Met
	2016	19,500	17,506
	Change	—	3,222

10 / BROOKFIELD ASSET MANAGEMENT INC.

Seek Ngee Huat (a) Age: 67 Director since: 2012 (Independent) (b) Areas of Expertise: Financial expertise Governance Government and public policy Growth initiatives Management development International experience Industry sectors – real estate	N.H. Seek retired as President of GIC Real Estate Pte Ltd., a real estate company of sovereign wealth fund Government of Singapore Investment Corporation (“GIC”) in 2011 and served two more years as advisor to the GIC Group Executive Committee and Chairman of its Latin American Business Group. N.H. Seek serves as the Chairman of the board of directors of Global Logistic Properties Ltd., Chairman of the Management Board of the National University of Singapore Institute of Real Estate Studies and Chairman of the Urban Land Institute Asia-Pacific. He is also a senior advisor to Frasers Centrepoint Ltd. and Pontiac Land Ltd. and a member of the Brookfield Properties Advisory Board.
	Brookfield Board/Committee Membership			Public Board Membership During Last Five Years
	Board Governance and Nominating Committee Risk Management Committee (until June 17, 2016)			Brookfield Asset Management Inc. Global Logistic Properties Ltd. Fraser & Neave Ltd.			2012 – Present 2010 – Present 2011 – 2013
	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 (e)
	2017	10,000	24,456		34,456	Met
	2016	10,000	19,060
	Change	—	5,396

Diana L. Taylor (a) Age: 62 Director since: 2012 (Independent) (b) Areas of Expertise: Financial expertise Governance Government and public policy Growth initiatives Industry sectors – real estate	Ms. Taylor is the Vice Chair of Solera Capital LLC, a mid-market private equity and venture capital investment firm, and a senior advisor to Wolfensohn Fund Management, L.P. and member of the Fund’s Investment Committee. She previously served as the Superintendent of Banks for the State of New York, Deputy Secretary to the Governor of New York, and Chief Financial Officer for the Long Island Power Authority.
	Brookfield Board/Committee Membership			Public Board Membership During Last Five Years
	Board Governance and Nominating Committee Management Resources and Compensation Committee, Chair			Brookfield Asset Management Inc. Citigroup Inc. Sotheby’s			2012 – Present 2009 – Present 2007 – 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 (e)
	2017	—	27,096		27,096	Met
	2016	—	21,514
	Change	—	5,582

2017 MANAGEMENT INFORMATION CIRCULAR / 11

The following eight individuals are nominated for election as directors by the holders of the Corporation’s Class B Shares.

Marcel R. Coutu (a) Age: 63 Director since: 2006 (Independent) (b) Areas of Expertise: CEO experience Financial expertise Government and public policy Growth initiatives Industry sectors – energy, finance, oil and gas, power	Mr. Coutu is the past Chairman of Syncrude Canada Ltd., an integrated oil sands project, and a former President and Chief Executive Officer of Canadian Oil Sands Limited, the largest investor in the Syncrude Joint Venture. Mr. Coutu is a director of the Calgary Exhibition & Stampede Board.
	Brookfield Board/Committee Membership			Public Board Membership During Last Five Years
	Board Audit Committee Management Resources and Compensation Committee			Brookfield Asset Management Inc. Enbridge Inc. IGM Financial Inc. Power Corporation of Canada The Great-West Lifeco Inc. Canadian Oil Sands Limited			2006 – Present 2014 – Present 2014 – Present 2011 – Present 2007 – Present 2001 – 2013
	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 (e)
	2017	69,730	40,426		110,156	Met
	2016	69,730	34,276
	Change	—	6,150

Maureen Kempston Darkes, O.C., O.Ont.(a) (h) Age: 68 Director since: 2008 (Independent) (b) Areas of Expertise: CEO experience Governance Government and public policy Growth initiatives International experience Legal expertise Industry sectors – automotive manufacturing, oil and gas, power, rail	Ms. Kempston Darkes is the retired Group Vice-President and President, Latin America, Africa and Middle East of General Motors Corporation, a motor vehicle manufacturer. She was appointed to the Government of Canada’s Science, Technology & Innovation Council in 2013.
	Brookfield Board/Committee Membership			Public Board Membership During Last Five Years
	Board Management Resources and Compensation Committee Risk Management Committee, Chair			Brookfield Asset Management Inc. Canadian National Railway Company Enbridge Inc. Schlumberger Limited Balfour Beatty plc			2008 – Present 1995 – Present 2010 – Present 2014 – Present 2012 – 2017
	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 (e)
	2017	—	49,795		49,795	Met
	2016	—	45,991
	Change	—	3,804

12 / BROOKFIELD ASSET MANAGEMENT INC.

Lord O’Donnell (a) Age: 64 Director since: 2013 (Affiliated) (c) Areas of Expertise: Financial expertise Governance Government and public policy International experience Industry sectors – financial services	Lord O’Donnell is currently the Chairman of Frontier Economics, a microeconomics consultancy, and a senior advisor to Brookfield in Europe. He served as the Cabinet Secretary and head of the British Civil Service between 2005 and 2011. Prior to this, Lord O’Donnell served as the Permanent Secretary of the Treasury from 2002 to 2005. Lord O’Donnell became a member of the House of Lords in 2012.
	Brookfield Board/Committee Membership			Public Board Membership During Last Five Years
	Board			Brookfield Asset Management Inc.			2013 – 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 (e)
	2017	—	20,989		20,989	Met
	2016	—	15,695
	Change	—	5,294

Jeffrey M. Blidner (a) Age: 69 Director since: 2013 (Affiliated and Management) (c) (d) Areas of Expertise: Growth initiatives Governance Legal expertise International experience Strategic planning acumen Industry sectors – infrastructure, power, private equity, property	Mr. Blidner is a Senior Managing Partner of the Corporation and is responsible for strategic planning and fundraising. Mr. Blidner is also the Chief Executive Officer of Brookfield’s Private Funds Group, Chair of Brookfield Renewable Partners L.P. (formerly Brookfield Renewable Energy Partners L.P.) and Chair of Brookfield Business Partners L.P. Before joining Brookfield in 2000, Mr. Blidner was a senior partner at a Canadian law firm.
	Brookfield Board/Committee Membership					Public Board Membership During Last Five Years
	Board					Brookfield Asset Management Inc. Brookfield Business Partners L.P. Brookfield Infrastructure Partners L.P. Brookfield Property Partners L.P. Brookfield Renewable Partners L.P. Rouse Properties, Inc.			2013 – Present 2015 – Present 2008 – Present 2013 – Present 2011 – Present 2012 – 2016
	Number of Class A Shares, Deferred Share Units (DSUs), Restricted Share Units (RSUs) and Options Beneficially Owned, Controlled or Directed
	Year	Class A Shares		DSUs	RSUs and Options		Total Number of Shares, DSUs, RSUs and Options	Date at which Share Ownership Guideline is to be Met (e)
		Direct/ Indirect (f)	Pro Rata Interest (g)
	2017	2,016,014	5,646,768	683,495	1,721,052		10,067,329	Met
	2016	1,902,558	5,438,651	620,206	2,152,302
	Change	113,456	208,117	63,289	(431,250)

2017 MANAGEMENT INFORMATION CIRCULAR / 13

Jack L. Cockwell, C.M. (a) (i) Age: 76 Director since: 1979 (Affiliated) (c) Areas of Expertise: CEO experience Growth initiatives Financial expertise International experience Industry sectors – infrastructure, power, property	Mr. Cockwell is a former Chief Executive Officer of the Corporation. Mr. Cockwell is a Heritage governor of the Royal Ontario Museum, a member of the Brookfield Properties Advisory Board and Chair of the Ryerson University Real Estate Advisory Committee and member of its Board of Governors.
	Brookfield Board/Committee Membership					Public Board Membership During Last Five Years
	Board					Brookfield Asset Management Inc. Norbord Inc. Teck Resources Limited Astral Media Inc. Brookfield Office Properties Inc.			1979 – Present 1987 – Present 2009 – Present 1997 – 2013 1999 – 2014
	Number of Class A Shares, Deferred Share Units (DSUs) and Restricted Share Units (RSUs) Beneficially Owned, Controlled or Directed
	Year	Class A Shares		DSUs	RSUs		Total Number of Shares, DSUs and RSUs	Date at which Share Ownership Guideline is to be Met (e)
		Direct/ Indirect (f)	Pro Rata Interest (g)
	2017	15,772,224	8,134,899	695,126	1,064,192		25,666,441	Met
	2016	16,290,231	8,032,849	659,311	1,064,192
	Change	(518,007)	102,500	35,815	—

J. Bruce Flatt (a) Age: 51 Director since: 2001 (Affiliated and Management) (c) (d) Areas of Expertise: CEO experience Financial expertise Industry sectors – infrastructure, power, private equity, property	Mr. Flatt is the Chief Executive Officer of the Corporation. Mr. Flatt has been on many public company boards over the past two decades and, in addition to our Board, currently sits on the board of General Growth Properties, Inc. as its Chairman. Mr. Flatt does not sit on any external corporate boards. Mr. Flatt joined Brookfield in 1990 and became CEO in 2002.
	Brookfield Board/Committee Membership					Public Board Membership During Last Five Years
	Board					Brookfield Asset Management Inc. General Growth Properties, Inc.			2001 – Present 2010 – Present
	Number of Class A Shares, Deferred Share Units (DSUs) and Restricted Share Units (RSUs) Beneficially Owned, Controlled or Directed
	Year	Class A Shares		DSUs	RSUs		Total Number of Shares, DSUs and RSUs	Date at which Share Ownership Guideline is to be Met (e)
		Direct/ Indirect (f)	Pro Rata Interest (g)
	2017	7,184,752	28,725,571	908,148	1,674,177		38,492,648	Met
	2016	7,386,715	26,108,245	841,417	1,674,177
	Change	(201,963)	2,617,326	66,731	—

14 / BROOKFIELD ASSET MANAGEMENT INC.

Robert J. Harding, C.M., F.C.A. (a) (j) Age: 59 Director since: 1992 (Affiliated) (c) Areas of Expertise: Governance Financial expertise Government and public policy Industry sectors – financial services, infrastructure, power, resources	Mr. Harding served as Non-Executive Chair of the Corporation from 1997 to 2010. Mr. Harding is a trustee of the Art Gallery of Ontario. Mr. Harding was the Chairman of NexJ Systems Inc. from 2006 to 2014 and a former Chair of the Board of Trustees of the Hospital for Sick Children.
	Brookfield Board/Committee Membership			Public Board Membership During Last Five Years
	Board			Brookfield Asset Management Inc. First Quantum Minerals Ltd. Manulife Financial Corporation NexJ Systems Inc. Norbord Inc.			1992 – Present 2013 – Present 2008 – 2014 2006 – 2014 1998 – 2015
	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 (e)
	2017	1,081,200	623,184		1,704,384	Met
	2016	1,081,200	604,837
	Change	—	18,347

David W. Kerr (a) (k) Age: 73 Director since: 1987 (Affiliated) (c) Areas of Expertise: CEO experience Financial expertise International experience Industry sectors – financial services, resources	Mr. Kerr is the Chairman of Halmont Properties Corp., a real estate company. Mr. Kerr is a director of the Canadian Special Olympics Foundation and an Advisory Board member of York University’s Schulich School of Business. Mr. Kerr is the former Chairman and CEO of Falconbridge Ltd., a natural resources company.
	Brookfield Board/Committee Membership				Public Board Membership During Last Five Years
	Board Risk Management Committee				Brookfield Asset Management Inc. Halmont Properties Corporation BlackBerry Ltd. Sun Life Financial Inc.		1987 – Present 2009 – Present 2007 – 2013 2004 – 2013
	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 (e)
		Direct/ Indirect (f)	Pro Rata Interest (g)
	2017	2,638,659	693,635	27,341		3,359,635	Met
	2016	3,241,928	2,409,856	24,410
	Change	(603,269)	(1,716,221)	2,931

2017 MANAGEMENT INFORMATION CIRCULAR / 15

Note:

(a)	Elyse Allan, Jeffrey Blidner, Jack Cockwell, Robert Harding and David Kerr principally live in Toronto, Ontario, Canada. Angela Braly principally lives in Indianapolis, Indiana, U.S.A. Murilo Ferreira principally lives in Rio de Janeiro, Brazil. Frank McKenna principally lives in Toronto, Ontario, Canada and Cap-Pelé, New Brunswick, Canada. Bruce Flatt principally lives in New York, New York, U.S.A., London, United Kingdom, and Toronto, Ontario, Canada. Rafael Miranda principally lives in Madrid, Spain. Youssef Nasr principally lives in Beirut, Lebanon. Seek Ngee Huat principally lives in Singapore. Diana Taylor principally lives in New York, New York, U.S.A. Marcel Coutu principally lives in Calgary, Alberta, Canada. Maureen Kempston Darkes principally lives in Lauderdale-by-the-Sea, Florida, U.S.A. and Toronto, Ontario, Canada. Lord O’Donnell principally lives in London, United Kingdom.
(b)	“Independent” refers to the Board’s determination of whether a director nominee is “independent” under Section 1.2 of the Canadian Securities Administrators’ National Instrument 58-101 — Disclosure of Corporate Governance Practices.
(c)	“Affiliated” refers to a director nominee who (i) owns greater than a de minimis interest in the Corporation (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 the Corporation or any of its respective affiliates, (b) performed more than a de minimis amount of services for the Corporation or any of its affiliates, or (c) had any material business or professional relationship with the Corporation other than as a director of the Corporation. “de minimis” for the purpose of this test includes factors such as the relevance of a director’s interest in the Corporation to themselves and to the Corporation.
(d)	“Management” refers to director nominees who are current members of management of the Corporation. Mr. Flatt is the Chief Executive Officer of the Corporation and Mr. Blidner is a Senior Managing Partner of the Corporation. Messrs. Blidner and Flatt will not receive compensation in their capacity as directors of the Corporation in 2017 (see “Director Compensation” on page 37 of this Circular). All director nominees who are also current members of management are, by definition, “Affiliated.”
(e)	The Share Ownership Guideline for directors is to hold Class A Shares, DSUs or Restricted Shares with a value equal to three 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 three times the annual retainer for each non-management director and for the Chair is $450,000 and $1,500,000, respectively. As members of the Management Committee of the Corporation, Messrs. Blidner and Flatt are required to hold Class A Shares, DSUs or Restricted Shares with a value equal to five times their Base Salaries. See “Share Ownership Guidelines” on page 52 of this Circular for further information. The value of five times the Base Salary for Messrs. Flatt and Blidner is $3,000,000 and $2,266,500, respectively, converted at the average exchange rate for 2016 of C$1.00 = US$0.7555.
(f)	The figures in this column include Class A Shares held directly and indirectly, including those awarded under the Restricted Stock Plan.
(g)	The figures in this column include (i) the director’s pro rata interests in Class A Shares held by Partners Limited and PVI (on a consolidated basis) and (ii) the director’s 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 (see “Principal Holders of Voting Shares” on page 4 of this Circular for further information on Partners Limited and PVI and “The Escrowed Stock Plan” on page 63 of this Circular for further information on Escrowed Shares). Partners Limited also owns 85,120 Class B Shares, but any indirect pro rata interest in those shares has been disregarded as de minimis.
(h)	Ms. Kempston Darkes was Group Vice-President and President, Latin America, Africa and Middle East, General Motors Corporation when the company filed for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code in June 2009.
(i)	Mr. Cockwell was a director of Fraser Papers Inc. (“Fraser”) until April 2009. Fraser voluntarily applied and obtained an order for creditor protection under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”) in June 2009, and on February 10, 2011, an Ontario court sanctioned an amended plan of compromise and arrangement under that statute that provided for, among other things, the sale of most of Fraser’s remaining property and the making of distributions to Fraser’s creditors.
(j)	Mr. Harding was a director of Fraser until April 2009. Fraser voluntarily applied and obtained an order for creditor protection under the CCAA in June 2009, and on February 10, 2011, an Ontario court sanctioned an amended plan of compromise and arrangement under that statute that provided for, among other things, the sale of most of Fraser’s remaining property and the making of distributions to Fraser’s creditors.
(k)	Mr. Kerr was a director of Canwest Global Communications Corp. (“Canwest”) when Canwest and certain of its subsidiaries voluntarily applied for and obtained an order for creditor protection under the CCAA in October 2009.

16 / BROOKFIELD ASSET MANAGEMENT INC.

Summary of 2017 Nominees for Director

The following summarizes the qualifications of the 2017 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 and social issues
· A proven record of success	· Inquisitive and objective perspective
· Experience relevant to Brookfield’s global activities	· Appreciation of the value of good corporate governance

The Board is comprised of 16 directors, which the Corporation 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 the Corporation and provide strategic advice to management. The Corporation reviews the expertise of incumbent and proposed directors in the areas listed in the chart below.

Class A Director
Nominees

Current or
Recent CEO
Experience

Financial
Expertise

Growth
Initiatives
Experience

Government
and Public
Policy
Knowledge

Expertise
in Board
Governance

Legal
Expertise

International
Experience

Industry
Experience

M. Elyse Allan

business services, energy, industrials, technology

Angela F. Braly

health care

Murilo Ferreira

metals and mining

Frank J. McKenna

energy, financial services, power, real estate

Rafael Miranda

infrastructure, power

Youssef A. Nasr

financial services

Seek Ngee Huat

real estate

Diana L. Taylor

real estate

Class B Director
Nominees

Current or
Recent CEO
Experience

Financial
Expertise

Growth
Initiatives
Experience

Government
and Public
Policy
Knowledge

Expertise in
Board
Governance

Legal
Expertise

International
Experience

Industry
Experience

Jeffrey M. Blidner

infrastructure, power, private equity, property

Jack L. Cockwell

infrastructure, power, property

Marcel R. Coutu

energy, finance, oil and gas, power

J. Bruce Flatt

infrastructure, power, private equity, property

Robert J. Harding

financial services, infrastructure, power, resources

Maureen Kempston Darkes

automotive manufacturing, oil and gas, power, rail

David W. Kerr

financial services, resources

Lord O’Donnell

financial services

2017 MANAGEMENT INFORMATION CIRCULAR / 17

Director Ownership in Publicly Traded Subsidiaries

The following is a description of the securities in publicly traded subsidiaries of the Corporation beneficially owned, directly or indirectly, or controlled by each director nominee:


	No. of Securities
Class A Director Nominees	Brookfield Business Partners L.P.	Brookfield Infrastructure Partners L.P.	Brookfield Property Partners L.P.	Brookfield Renewable Partners L.P.
M. Elyse Allan (a)	35 LP Units	2,700 LP Units
Angela F. Braly
Murilo Ferreira
Frank J. McKenna		6,000 LP Units	10,000 LP Units	8,895 LP Units
Rafael Miranda		11,145 LP Units
Youssef A. Nasr	1,240 LP Units		2,746 LP Units	5,000 LP Units
Seek Ngee Huat	200 LP Units
Diana L. Taylor			1,000 LP Units 40,793 Deferred Units


	No. of Securities
Class B Director Nominees	Brookfield Business Partners L.P.	Brookfield Infrastructure Partners L.P.	Brookfield Property Partners L.P.	Brookfield Renewable Partners L.P.
Jeffrey M. Blidner	35,189 LP Units	9,549 LP Units	50,316 LP Units
Jack L. Cockwell (b)	325,804 LP Units	672,972 LP Units	657,196 LP Units 332,910 RE (e) LP Units
Marcel R. Coutu	1,394 LP Units	1,755 LP Units	1,800 LP Units
J. Bruce Flatt (c)	246,438 LP Units	194,891 LP Units	545,785 LP Units 112,293 Deferred Units
Robert J. Harding	21,624 LP Units
Maureen Kempston Darkes
David W. Kerr (d)	64,838 LP Units	244,836 LP Units	89,390 LP Units 26,030 RE (e) LP Units	65,000 LP Units
Lord O’Donnell

(a)	Ms. Allan also owns 500 common shares of Norbord Inc., a publicly traded subsidiary of the Corporation (“Norbord”).
(b)	Mr. Cockwell also owns 24,128 common shares of Norbord and 55,000 common shares of Acadian Timber Corp., a publicly traded subsidiary of the Corporation (“Acadian”).
(c)	Mr. Flatt also owns 500 common shares of Norbord.
(d)	Mr. Kerr also owns 70,000 common shares of Acadian, 10,611 common shares of Norbord and 30,000 common shares of Brookfield Real Estate Services Inc., a publicly traded subsidiary of the Corporation.
(e)	Redeemable/exchangeable operating partnership units that are economically equivalent to limited partnership units of Brookfield Property Partners L.P.

18 / BROOKFIELD ASSET MANAGEMENT INC.

2016 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 teleconference if they are unable to attend in person. The table below shows the number of Board and committee meetings each director attended in 2016. All director nominees attended at least 75% of the Board meetings in 2016, with 13 of 16 director nominees attending every Board meeting. The Board needs a quorum of at least seven directors in attendance for it to hold a meeting and transact business. The Board and its committees meet in camera without management present at all meetings, including those held by teleconference.


Class A Directors (a)	Independent	All		Board	Audit Committee	Governance and Nominating Committee	Management Resources and Compensation Committee	Risk Management Committee
M. Elyse Allan (b)	yes	12 of 12	100%	10 of 10	—	—	—	2 of 2
Angela F. Braly	yes	17 of 19	89%	9 of 10	8 of 9	—	—	—
Marcel R. Coutu	yes	21 of 21	100%	10 of 10	9 of 9	—	2 of 2	—
Maureen Kempston Darkes	yes	16 of 16	100%	10 of 10	—	—	2 of 2	4 of 4
Frank J. McKenna	yes	13 of 13	100%	10 of 10	—	3 of 3	—	—
Youssef A. Nasr	yes	14 of 14	100%	10 of 10	—	—	—	4 of 4
Seek Ngee Huat (c)	yes	15 of 15	100%	10 of 10	—	3 of 3	—	2 of 2
Diana L. Taylor	yes	15 of 15	100%	10 of 10	—	3 of 3	2 of 2	—


Class B Directors	Independent	All		Board	Audit Committee	Governance and Nominating Committee	Management Resources and Compensation Committee	Risk Management Committee
Jeffrey M. Blidner	no	10 of 10	100%	10 of 10	—	—	—	—
Jack L. Cockwell	no	10 of 10	100%	10 of 10	—	—	—	—
J. Bruce Flatt	no	10 of 10	100%	10 of 10	—	—	—	—
Robert J. Harding	no	9 of 10	90%	9 of 10	—	—	—	—
David W. Kerr	no	13 of 14	93%	9 of 10	—	—	—	4 of 4
Philip B. Lind (d)	yes	18 of 19	95%	10 of 10	8 of 9	—	—	—
Lord O’Donnell	no	10 of 10	100%	10 of 10	—	—	—	—
George S. Taylor (e)	yes	19 of 19	100%	10 of 10	9 of 9	—	—	—

(a)	Messrs. Ferreira and Miranda are new director nominees for the June 16, 2017 meeting and did not attend any board meetings in 2016.
(b)	Ms. Allan was appointed to the Risk Management Committee on June 17, 2016.
(c)	N.H. Seek resigned from the Risk Management Committee on June 17, 2016.
(d)	Mr. Lind is not standing for re-election at the meeting on June 16, 2017.
(e)	Mr. Taylor is not standing for re-election at the meeting on June 16, 2017.

2017 MANAGEMENT INFORMATION CIRCULAR / 19

2016 Director Voting Results

Below are the results of the vote of holders of Class A Shares for the election of directors at the Corporation’s Annual and Special Meeting of Shareholders on June 17, 2016.


Director Nominee	Votes For	%	Votes Withheld	%

M. Elyse Allan	694,647,961	99.75	1,770,183	0.25

Angela F. Braly	694,603,312	99.74	1,814,832	0.26

Marcel R. Coutu	688,577,943	98.87	7,840,201	1.13

Maureen Kempston Darkes	687,471,506	98.72	8,946,638	1.28

Frank J. McKenna	691,936,194	99.36	4,481,950	0.64

Youssef A. Nasr	694,597,233	99.74	1,820,911	0.26

Seek Ngee Huat	694,535,811	99.73	1,882,333	0.27

Diana L. Taylor	690,030,707	99.08	6,387,437	0.92

At the June 17, 2016 meeting of shareholders, the holder of Class B Shares voted all 85,120 Class B Shares for each of the eight directors nominated for election by this shareholder class, namely Jeffrey M. Blidner, Jack L. Cockwell, J. Bruce Flatt, Robert J. Harding, David W. Kerr, Philip B. Lind, Lord O’Donnell and George S. Taylor.

3. Appointment of External Auditor

On recommendation of the Audit Committee, the Board proposes the reappointment of Deloitte LLP as the external auditor of the Corporation. Deloitte LLP, including the member firms of Deloitte Touche Tohmatsu Limited and their respective affiliates (collectively “Deloitte”), is the principal external auditor of the Corporation and its reporting issuer subsidiaries (other than Brookfield Renewable Partners L.P.). Deloitte has served as the external auditor of the Corporation since 1981. 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 LLP, 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 fees billed to the Corporation and its subsidiaries for the fiscal year ended December 31, 2016 by Deloitte amounted to approximately $50.0 million, of which $46.3 million represented audit and audit-related fees. Fees reported for a particular year include differences between actual and planned amounts from the prior year, if applicable. Fees reported for 2016 include $6.4 million relating to 2015 audit and audit-related services, which accounts for a significant component of the year over year increase in fees.

From time to time, Deloitte also provides consultative and other non-audit services to the Corporation and its subsidiaries and affiliates 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 the Corporation and its consolidated subsidiaries for the fiscal years ended December 31, 2016 and December 31, 2015.

	2016			2015
$ millions	Brookfield	Subsidiaries of Brookfield	Total	Brookfield	Subsidiaries of Brookfield	Total
Audit	1.5	41.2	42.8	2.3	28.9	31.2
Audit-related	—	3.5	3.5	—	6.6	6.6
Tax	—	2.5	2.5	—	1.4	1.4
All other fees	0.2	1.0	1.2	0.2	0.2	0.4
Total fees	1.7	48.2	50.0	2.5	37.1	39.6

20 / BROOKFIELD ASSET MANAGEMENT INC.

Audit fees include fees for services that would normally be provided by the external auditor in connection with statutory and regulatory filings or engagements, 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, statutory audits, attest services, consents and assistance with and review of certain documents filed with securities regulatory authorities.

Audit-related fees are for assurance and related services, such as due diligence services, that traditionally are performed by the external auditor. More specifically, these services include, among others: employee benefit plan audits, due diligence related to mergers and acquisitions, 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 translation, litigation and advisory support 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 the Corporation.

4. Advisory Resolution on Approach to Executive Compensation

The Corporation believes that its compensation objectives and approach to executive compensation appropriately align the interests of management with the long term interests of shareholders. Details of the Corporation’s approach to executive compensation is disclosed in the “Compensation Discussion and Analysis” beginning on page 41 of this Circular.

The Corporation has a policy providing that holders of Class A Shares have the opportunity to cast an advisory vote on the Corporation’s approach to executive compensation on an annual basis. This policy reflects the Corporation’s ongoing efforts to meet its objectives and ensure a high level of shareholder engagement.

The Board, with Messrs. Blidner and Flatt abstaining, unanimously recommends that holders of Class A Shares vote in favour 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 in 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.

2016 Results of the Advisory Resolution on the Corporation’s Approach to Executive Compensation

Below are the results of the vote of holders of Class A Shares on the advisory resolution on the Corporation’s Approach to Executive Compensation at the annual and special meeting of shareholders on June 17, 2016.

Votes For		%		Votes Against		%
659,002,449		94.63		37,415,691		5.37

Advisory Vote

Because the Say on Pay Resolution is an advisory vote, the results are not binding upon the Board. However, the Board and the Management Resources 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 the Corporation’s executive compensation practices. Shareholders who wish to contact the Chair or other Board members can do so through the Corporate Secretary of the Corporation.

2017 MANAGEMENT INFORMATION CIRCULAR / 21

PART THREE – STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Governance

The Corporation is committed to good corporate governance. As such, we aim to continue to strengthen Board and management accountability to maintain public trust in the Corporation, and promote the long-term interests of our shareholders.

Corporate Governance

· 10 Independent Director Nominees

· Separate Chair and CEO

· Private Sessions of Independent Directors after each Board Meeting

· Risk Oversight by the Board and the Risk Management and Audit Committees

· Annual Board and Committee Self- Evaluations

· All Directors Attended at least 75% of Meetings Held

· Robust Code of Conduct

· Only Independent Directors on Audit, Governance and Nominating, and Management Resources and Compensation Committees

· Board Diversity Policy

Shareholder Rights

· Annual Election of Directors

· Majority Voting for Directors

· Cumulative Voting for Directors

· Active Shareholder Engagement

Compensation

· Executive Compensation Program Driven by Strong Pay for Performance Philosophy (described 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 3x their annual retainer

· Independent Directors required to take 25% of their Retainer in Deferred Share Units, regardless of ownership

· Share Retention Policy and Post Exercise Hold Period Requirements for Executives

· Incentive Awards subject to Clawback

· Anti-hedging, Short Sale and Pledging Restrictions

The Corporation’s comprehensive corporate governance policies and practices are consistent with the guidelines for corporate governance adopted by Canadian Securities Administrators (“CSA”) and the TSX. The Corporation’s corporate governance practices and policies are also consistent with the requirements of the U.S. Securities and Exchange Commission, 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”).

Board of Directors

Mandate of the Board

The Board oversees the management of the Corporation’s business and affairs directly and through four standing committees: Audit, Governance and Nominating, Management Resources and Compensation and Risk Management (collectively, the “Committees”). The responsibilities of the Board and each Committee, respectively, are set out in written charters, which are reviewed and approved annually by the Board. All Board and Committee charters are posted on the Corporation’s website, https://bam.brookfield.com under “Corporate Governance.” The Board charter is also attached as Appendix A to this Circular.

The Board is responsible for:

· overseeing the Corporation’s long-term strategic planning process and reviewing and approving its annual business plan;

· reviewing major strategic initiatives to determine whether management’s proposed actions accord with long-term corporate goals and shareholder objectives;

· appointing the Chief Executive Officer (the “CEO”), overseeing the selection of other members of senior management and reviewing succession planning;

· assessing management’s performance against approved business plans;

· reviewing and approving the reports issued to shareholders, including annual and interim financial statements;

· overseeing management’s approach to managing the impact of key risks facing the Corporation;

· promoting effective corporate governance; and

· safeguarding shareholders’ equity interests through the optimum utilization of the Corporation’s capital resources.

22 / BROOKFIELD ASSET MANAGEMENT INC.

Independent Directors

The Board has a policy that 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. The Corporation obtains information from its directors annually to determine their independence. The Board determines which directors are considered to be independent based on the recommendation of the Governance and Nominating Committee of the Board (the “Governance Committee”), who 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 an affiliated director (all director nominees who are also current members of management are, by definition, affiliated directors) or an independent director.

The following table shows the directors standing for election at the meeting and whether each nominee will be an Independent1, Affiliated2 or Management3 director.

	Independent	Affiliated	Management	Reason for Affiliated or Management Status
M. Elyse Allan	✓

Jeffrey M. Blidner		✓	✓	Mr. Blidner is a Senior Managing Partner of the Corporation

Angela F. Braly	✓

Jack L. Cockwell		✓		Mr. Cockwell is a shareholder, director and the Chairman of Partners Limited

Marcel R. Coutu	✓

Murilo Ferreira	✓

J. Bruce Flatt		✓	✓	Mr. Flatt is the CEO of the Corporation

Robert J. Harding		✓		Mr. Harding is a former Chairman of the Corporation

Maureen Kempston Darkes	✓

David W. Kerr		✓		Mr. Kerr is a shareholder and director of Partners Limited

Frank J. McKenna	✓

Rafael Miranda	✓

Youssef A. Nasr	✓

Lord O’Donnell		✓		Lord O’Donnell serves as a senior advisor to the Corporation in Europe

Seek Ngee Huat	✓

Diana L. Taylor	✓

The Board considers that the 10 directors listed as Independent above (approximately 63% of the Board) are independent.

1 “Independent” refers to the Board’s determination of whether a director nominee is “independent” under Section 1.2 of the Canadian Securities Administrators’ National Instrument 58-101 — Disclosure of Corporate Governance Practices.

2 “Affiliated” refers to a director nominee who (a) owns greater than a de minimis interest in the Corporation (exclusive of any securities compensation earned as a director) or (b) within the last two years has 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 other than as a director of the Corporation. “de minimis” for the purpose of this test includes factors such as the relevance of a director’s interest in the Corporation to themselves and to the Corporation.

3 “Management” refers to a director nominee who is a current member of management of the Corporation.

24 / BROOKFIELD ASSET MANAGEMENT INC.

Term Limits and Board Renewal

The Governance Committee leads the effort to identify and recruit candidates to join the Board. In this context, the Governance Committee’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 Governance Committee 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 the Corporation does not have term limits or other mechanisms that compel Board turnover. The Governance Committee does believe that periodically adding new voices to the Board can help the Corporation adapt to a changing business environment and Board renewal continues to be a priority.

The Governance Committee 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 and Nominating Committee” section in this Statement of Corporate Governance Practices for further information on the Corporation’s process to identify candidates for election to the Board). Assuming all director nominees are elected at the meeting, eight new directors will have joined the Board over the past five years, which represents a turnover of one-half of the Board. Six of these new directors added over the past five years are independent and reside in four different continents. The Board tenure profile of the Corporation is set out below.

Board Diversity Policy

Brookfield is committed to enhancing the diversity of the Board. The Corporation’s deep roots in many global jurisdictions inform its perspective on diversity and the Corporation’s view is that its Board should reflect a diversity of backgrounds relevant to its strategic priorities. This includes such factors as diversity of business expertise and international experience, in addition to geographic and gender diversity.

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 gender diversity, will influence succession planning and be a key criterion in adding new members to the Board; and

· The Board has a gender diversity target of ensuring at least 30% of independent directors are women.

Currently, of the 10 independent directors and 16 total number of directors on the Board, four directors are women (all are independent directors and all are standing for re-election). Therefore, if all of the director nominees are elected at the meeting there will be four women on the Board, or 40% of the independent directors on the Board and 25% of the entire Board.

The Governance Committee 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 the Corporation believes that directors can better represent shareholders if they have economic exposure to the Corporation themselves. The Corporation requires that each director hold Class A Shares, Restricted Shares and/or Deferred Share Units (“DSUs”) in the Corporation having, in the aggregate, a value equal to at least three times the director’s annual retainer fee (the “Annual Retainer”), as determined by the Board from time to time. New directors have five years from the date of joining the Board to achieve this minimum economic ownership requirement. Directors are required to take one-half of their Annual Retainer in the form of DSUs until the minimum share ownership level is achieved. Thereafter, all independent directors are required to take one-quarter of their Annual Retainer in the form of DSUs.

2017 MANAGEMENT INFORMATION CIRCULAR / 25

Director Orientation

New directors are provided with a comprehensive orientation package, which includes information on the Corporation’s various businesses, its culture, its corporate governance practices and the Board and Committee framework in place to manage the Corporation’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 the Corporation. New directors have private educational sessions with the Chair and the CEO and other members of senior management prior to or upon joining the Board.

Director Education and Site Visits

The Corporation provides regular continuing education for directors. Time is set aside at all regularly scheduled Board meetings for presentations on different areas of the Corporation’s businesses, led by executives responsible for or familiar with these operations. This includes at least one presentation each quarter that provides directors with an in-depth analysis of a business unit of the Corporation in order to further educate the directors about Brookfield. Also, presentations on new developments and trends in corporate governance and director fiduciary duties are provided 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 Brookfield’s businesses. These dinners 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 “high potential” executives and better enable the Board to assess the Corporation’s bench strength from a succession standpoint.

In 2014, the Board launched an initiative of onsite visits to the Corporation’s facilities in key markets outside Toronto and New York, where regularly scheduled Board meetings are normally held. These site visits are designed to provide an opportunity for directors to learn about the Corporation’s major businesses by viewing the operations firsthand and meeting in person with local management.

Los Angeles Visit: In November 2014, 15 of the 16 directors on the Board, including all of the independent directors, visited certain of the Corporation’s assets in Los Angeles, California and surrounding areas. The greater Los Angeles area was selected because the region is home to operations representing four main Brookfield business groups. While in Southern California, the Board visited office properties, wind farms, residential developments, a seaport and a retail mall.

London Visit: In September 2015, 14 of the 16 directors on the Board, including all of the independent directors, visited certain of the Corporation’s assets in London, UK and surrounding areas. London was selected as it is home to Brookfield’s European head office and the UK has operations representing all four of Brookfield’s main business groups. While in London, the Board visited with local management teams to receive presentations educating them on various assets, and also met with community leaders in order to strengthen the Corporation’s UK business relationships.

The Board is planning a similar trip to Brazil in September 2017 to meet with our local management teams, visit with business and government leaders and view key business operations.

Director Commitments

The Governance Committee 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 Governance Committee 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 Governance Committee’s philosophy is to consider all outside commitments of a director in context and make a determination that each director is able to serve effectively on behalf of the Corporation’s shareholders. The Governance Committee has determined that all director nominees at the meeting are able to devote the time and attention required to provide effective oversight as a Board member.

26 / BROOKFIELD ASSET MANAGEMENT INC.

Interlocking Directorships

The Governance Committee monitors interlocking board and committee memberships among all directors. Board interlocks exist when two directors of one 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 is currently one board and one committee interlock among the Corporation’s independent directors: Mr. Coutu and Ms. Kempston Darkes serve together on the board of directors of Enbridge Inc., an energy delivery company, and serve together on the Human Resources & Compensation Committee of Enbridge Inc. No other board or committee interlocks exist. In March 2017, the Governance Committee determined that there were no interlocking board or committee memberships that were expected to adversely affect the ability of interlocking directors to act independently from each other and to act in the Corporation’s best interests.

Committees of the Board

The four standing 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;

· Governance and Nominating Committee;

· Management Resources and Compensation Committee; and

· Risk Management Committee.

The responsibilities of these Committees, respectively, are 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 the Corporation’s website, https://bam.brookfield.com under “Corporate Governance.” It is the Board’s policy that all Committees, except the Risk Management Committee, must consist entirely of independent directors. The Risk Management Committee must consist of a majority of independent directors and not include any current members of management. 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 standing 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 the Corporation’s systems and procedures for financial reporting and associated internal controls, and the performance of the Corporation’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 the Corporation’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 and Non-Audit Services Pre-Approval Policy. The Audit Committee meets regularly in private session with the Corporation’s external auditor and internal auditor, without management present, to discuss and review specific issues as appropriate. The Audit Committee met nine times in 2016.

In addition to being independent directors as described above, all members of the Audit Committee must meet an additional “independence” test under Canadian Securities laws and the Sarbanes-Oxley Act, in that their directors’ fees must be and are the only compensation they receive, directly or indirectly, from the Corporation. Further, the Audit Committee requires that all its members disclose any form of association with a present or former internal or external auditor of the Corporation to the Board for a determination as to whether this association affects the independent status of the director.

At May 1, 2017, the Audit Committee was comprised of the following four directors: George S. Taylor (Chair), Angela F. Braly, Marcel R. Coutu and Philip B. Lind. The Board has determined that all of these directors are independent for Audit Committee service and financially literate, and that Mr. Taylor and Mr. Coutu each qualify as a “designated financial expert.” Mr. Taylor is a Certified Management Accountant and has extensive financial and senior management experience with a public company as an executive of John Labatt Limited from 1977 to 1995. He has served as an audit committee member and audit committee chair for a number of public companies and non-profit organizations during his business career. Ms. Braly is the former Chair of the Board, President and Chief Executive Officer of WellPoint, Inc., and she currently serves on the audit committees of Lowe’s Companies, Inc. and The Procter and Gamble Company. Mr. Coutu has a Master of Business Administration degree and over 25 years’ experience in investment banking and corporate finance. He is the former President and Chief Executive Officer of Canadian Oil Sands Limited. Mr. Lind, the Vice Chairman of Rogers Communications, has over 45 years of senior management experience. Messrs. Taylor, Coutu and Lind and Ms. Braly were members of the Audit Committee throughout 2016. Messrs. Lind and Taylor are not standing for re-election to the Board at the meeting on June 16, 2017 and will be replaced on the Audit Committee following the meeting.

2017 MANAGEMENT INFORMATION CIRCULAR / 27

For more information about the Audit Committee as required by Part 5 of National Instrument 52-110 — Audit Committees, see “Audit Committee Information” on pages 27 to 29 of the Corporation’s Annual Information Form for the year ended December 31, 2016 (the “AIF”) which is available on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar.

Governance and Nominating Committee

It is the responsibility of the Governance Committee, 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 the Corporation’s statement of corporate governance practices; and to review and recommend the directors’ compensation. The Governance Committee met three times in 2016.

The Governance Committee reviews annually the guidelines which apply to the Corporation’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.

The Board has in place a formal procedure for evaluating the performance of the Board, its Committees and individual directors – the Governance Committee 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 Governance Committee is 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 Governance Committee 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. In preparation for the meeting, the Governance Committee reviewed potential nominees and identified two new nominees to the Board, Messrs. Ferreira and Miranda.

The Governance Committee 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 Governance Committee consults with the Chair and makes recommendations to the Board, which appoints Committee members.

At May 1, 2017, the Governance Committee was comprised of the following three directors: Frank J. McKenna (Chair), Seek Ngee Huat and Diana L. Taylor, all of whom are independent directors. Mr. McKenna also serves as the Board’s Chair. Messrs. McKenna and Seek and Ms. Taylor were members of the Governance Committee throughout 2016.

Management Resources and Compensation Committee

The Management Resources and Compensation Committee (the “Compensation Committee”) is responsible for reviewing and reporting to the Board on management resource matters, including 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 Committee also reviews the performance of senior management against written objectives and reports thereon. The Compensation Committee met two times in 2016.

The Board has adopted a test of independence for all members of the Compensation Committee, which entails that the Board has determined that all Compensation Committee members are independent from management in connection with the duties of a Compensation Committee member. This test complies with the independence test in the listing standards of the NYSE. Additionally, the Compensation Committee evaluates the independence of any advisor it retains using the aforementioned NYSE independence test. The Board has adopted a governance policy that not more than one-third of the members of the Compensation Committee may be current chief executive officers of a publicly traded entity.

At May 1, 2017, the Compensation Committee was comprised of the following three directors: Diana L. Taylor (Chair), Marcel R. Coutu and Maureen Kempston Darkes, all of whom meet the additional criteria for independence described in the paragraph above. None of the Compensation Committee members is currently the chief executive officer of a publicly traded entity. Ms. Taylor, Mr. Coutu and Ms. Kempston Darkes were members of the Compensation Committee throughout 2016.

28 / BROOKFIELD ASSET MANAGEMENT INC.

Risk Management Committee

The Risk Management Committee is responsible for monitoring the Corporation’s financial and non-financial risk exposures, including market, credit, operational, reputational, litigation and regulatory, fraud, bribery and corruption, health, safety and the environment, strategic, systemic and business risks, and the steps senior management has taken to monitor and control such risk exposures. The Committee regularly reports to the Board on its proceedings and any significant matters that it has addressed. The Risk Management Committee met four times in 2016.

At May 1, 2017, the Risk Management Committee was comprised of the following four directors: Maureen Kempston Darkes (Chair), M. Elyse Allan, David W. Kerr and Youssef A. Nasr, all of whom are independent directors except for Mr. Kerr, who is an affiliated director. Ms. Kempston Darkes and Messrs. Kerr and Nasr were members of the Risk Management Committee throughout 2016, while Ms. Allan has served as a member of the Risk Management Committee since June 2016.

Reporting

Each Committee Chair provides a report to the Board following a meeting of their Committee. The Committee report to the Board provides a review of the matters that came before the Committee during its meeting and a summary of any decisions that the Committee made. Additionally, during 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 the Committees. The results of this survey are reviewed by the Governance Committee, 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 Governance Committee for planning purposes.

The Chair holds private interviews with each non-management director annually to discuss the operations of the Board and the Committees, and to provide any feedback on the individual director’s contributions. This interview process also includes a peer review, where each director is asked to provide feedback to the Chair on the performance of their colleagues on the Board. The Chair reports on these interviews to the Governance Committee 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

Separate Chair and CEO

The Corporation formally separates the positions of Chair and CEO and reserves the Chair position for an independent director. The Chair is Frank McKenna, an independent director, and the CEO is Bruce Flatt. The Board has adopted written position descriptions for each of the Chair 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 the Corporation’s website, https://bam.brookfield.com under “Corporate Governance.”

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 the Committees. In addition, the Chair is responsible for: approving the agenda for each Board meeting after consultation with the CEO and the CFO; ensuring directors receive the information required to perform their duties; ensuring an appropriate Committee structure is in place; providing for 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 the Corporation in monitoring progress on strategic planning, policy implementation and succession planning. The Chair also presides over all private sessions of the independent directors of the Board that take place following each Board meeting and is responsible for ensuring that matters raised during these meetings are reviewed with management and acted upon.

The CEO provides leadership to the Corporation and, subject to approved policies and direction by the Board, manages the business and affairs of the Corporation 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 the Corporation; presenting to the Board for approval the Corporation’s capital and operating plans on an ongoing basis; acting as the primary spokesperson for the Corporation; presenting to the Board for approval an annual assessment of senior management and succession plans; appointing or terminating senior executives of the Corporation; and, together with the CFO, ensuring that controls and procedures are in place to ensure the accuracy and integrity of the Corporation’s financial reporting and public disclosures.

2017 MANAGEMENT INFORMATION CIRCULAR / 29

Management’s Relationship to the Board

The Corporation’s senior management team reports to and is accountable to the Board. Members of management attend Board meetings at the invitation of the Board 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 the 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 the Corporation’s strategy to provide world-class alternative asset management services on a global basis, focused on real assets such as property, renewable power, infrastructure, and private equity investments. To facilitate this, the Corporation develops an annual business plan to ensure the compatibility of shareholder, Board and management views on the Corporation’s strategic direction and performance targets, and the effective use of shareholder capital. The Board meets once a year at an annual strategy session to review the strategic initiatives and annual business plan submitted by senior management.

At the Board’s annual strategy session, the Board reviews the Corporation’s business model, which is to raise capital in various forms from institutional and public market clients and utilize its global reach to identify and acquire high quality assets at favourable valuations, finance them prudently, and then seek to enhance the cash flows and values of these assets through established operating business groups. The Corporation’s strategic plan is designed to achieve attractive long-term total returns for shareholders while minimizing risk. 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.

The Board must approve the annual business plan, which provides a mandate for senior management to conduct the affairs of the Corporation within the terms of the plan. This occurs in December of each year, where the Board reviews and then approves management’s business plan for the coming year. Material deviations from the annual business plan are reported to and considered by the Board.

Time is spent at each Board meeting discussing the Corporation’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 Brookfield and its businesses, in the event that adjustments to the Corporation’s strategy may be considered.

Risk Management Oversight

Managing risk is an integral part of the Board’s activities. The Corporation has established a risk management framework for managing risks across the organization and the Board has overseen the development of a disciplined and focused approach to risk management.

Given the diversified and decentralized nature of Brookfield’s operations, the Corporation seeks to ensure that risk is managed as close to its source as possible, and by management teams that have the most 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 vary based on the unique business and operational characteristics. At the same time, the Corporation utilizes a coordinated approach to risks that can be more pervasive and correlated in their impact across the organization, and where management can bring together specialized knowledge to better manage these 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 the Corporation, 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 Brookfield’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.

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Governance and Nominating Committee

Oversees the risks related to Brookfield’s governance structure, including the effectiveness of Board and Committee activities and potential conflicts of interest.

Management Resources and Compensation Committee

Oversees the risks related to Brookfield’s management resource matters, including succession planning, executive compensation, and the job descriptions and annual objectives of senior executives, as well as performance against those objectives.

Risk Management Committee

Oversees the management of Brookfield’s significant financial and non-financial risk exposures and reviews risk management practices with management to assess the effectiveness of efforts to mitigate key organizational risks, as well as confirm that the Corporation has an appropriate risk taking philosophy and suitable risk capacity.

Communication and Disclosure Policies

The Corporation has a disclosure policy (the “Disclosure Policy”) which summarizes its policies and practices regarding public disclosures of information to investors, analysts and the media. The Disclosure Policy ensures that the Corporation’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 the Corporation’s website, https://bam.brookfield.com under “Corporate Governance.”

The Corporation keeps its shareholders informed of progress and developments through a comprehensive annual report, quarterly interim reports and periodic news releases. The Corporation’s website provides summary information on the Corporation and ready access to its published reports, news releases, statutory filings and supplementary information provided to analysts and investors. Brookfield 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 the Corporation and its affairs.

Directors and management meet with the Corporation’s shareholders at the annual meeting of shareholders in Toronto and, in the case of management, the annual investor day in New York (“Investor Day”), and are 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 the Corporation by phone at 1-866-989-0311 or by email at enquiries@brookfield.com.

The Corporation 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 the Corporation’s financial results, with a transcript of these calls posted on the Corporation’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 the Corporation’s designated spokespersons.

Code of Business Conduct and Ethics

The Corporation’s policy is that all its activities be conducted with the utmost honesty and integrity and in compliance with all legal and regulatory requirements. The Corporation’s Code of Conduct (the “Code”) sets out the guidelines and principles for how directors and employees should conduct themselves as members of the Brookfield team. Preserving our corporate culture is vital to the organization and following the Code helps us do that.

All directors, officers and employees of the Corporation are required to provide a written acknowledgment upon joining Brookfield that they are familiar with and will comply with the Code. All directors, officers and employees of the Corporation are required to provide this same acknowledgment annually.

The Board annually reviews the Code to consider whether to approve changes in the Corporation’s standards and practices. Compliance with the Code is monitored by the Board through its Risk Management Committee, which receives regular reports on any non-compliance issues from the Corporation’s internal auditor. The Code is posted on the Corporation’s website, https://bam.brookfield.com under “Corporate Governance” and is filed on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar.

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Report of the Audit Committee

The following is a summary of the Audit Committee’s work during 2016, in accordance with its Charter:

Financial Reporting

✓ 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

✓ Reviewed the systems and procedures used in preparing financial statements and reports

✓ Monitored the effectiveness of disclosure controls and procedures and internal controls over financial reporting

✓ 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 the Corporation

✓ Reviewed the effectiveness of management’s policies and practices concerning financial reporting, including any proposed changes in major accounting policies and any material accounting judgments

✓ Reviewed and approved the annual and interim carve-out financial statements for Brookfield Business Partners L.P.

External Auditor

✓ Recommended the firm of chartered accountants to be nominated for appointment as the external auditor by the Corporation’s shareholders

✓ Evaluated the external auditor’s performance and monitored the quality and effectiveness of the relationship among the external auditor, management and the Audit Committee

✓ Reviewed and approved proposed external audit engagement and fees for the year

✓ Monitored the independence of the external auditor and received the external auditor’s report on its independence

✓ Reviewed the planned scope of the audit, the areas of special emphasis and the materiality thresholds proposed to be employed

✓ Approved an Audit and Non-Audit Services Pre-Approval Policy governing the pre-approval of audit and non-audit services provided by the external auditor to the Corporation and the ratification of services delivered

✓ Reviewed reports from the external auditor on internal control issues identified in the course of its audit and attestation activities

✓ Reviewed reports from the external auditor of Brookfield Property Partners L.P., Brookfield Renewable Partners L.P. and Brookfield Infrastructure Partners L.P. to understand areas of significant judgment and audit risks

✓ Met with the external auditor in private sessions after each meeting without management present

Internal Auditors

✓ Reviewed the quarterly activities and reports of the internal auditors, including completed audits, follow-up plans for outstanding matters raised and other priorities

✓ Received a report of the Corporation’s Plan to comply with the provisions of the Sarbanes-Oxley Act

✓ Reviewed the performance of the internal auditors

✓ Reviewed and approved the internal auditors’ audit plan

✓ Required the internal auditors to report directly to the Audit Committee

✓ Met with the internal auditors in private sessions after each meeting without management present

Financial Literacy of Audit Committee Members

✓ Assessed the financial literacy of each Audit Committee member

MANDATE

The Audit Committee oversees Brookfield’s financial reporting and disclosure, and compliance with applicable laws and regulations governing reporting and disclosure.

The Audit Committee Charter and the Audit Committee Chair’s position description are available at https://bam.brookfield.com under “Corporate Governance.”

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Other Duties and Responsibilities

✓ Reviewed and approved the Charter of the Audit Committee and the Internal Auditors

✓ Reviewed and approved the Report of the Audit Committee included in the management information circular

✓ Reviewed the Audit Committee’s annual work program

✓ Monitored the governance and control activities of the Corporation related to the responsibilities of the Audit Committee

✓ Reviewed and approved the company’s quarterly Investment Company Act assessment

✓ Reviewed senior management’s expenses

✓ Monitored the quality of the Corporation’s finance function and its alignment with the scale and breadth of the Corporation’s business

✓ Met privately after every meeting

MEMBERSHIP	George S. Taylor, Chair
	Angela F. Braly
	Marcel R. Coutu
	Philip B. Lind

FINANCIAL LITERACY	All members are ‘‘financially literate’’ as required by the CSA and Messrs. Coutu and Taylor are designated financial experts.

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 National Instrument 52-110, see the “Audit Committee Information” section on pages 27 to 29 of the AIF which is available on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar.

Auditor’s Fees

See pages 20 to 21 of this Circular for a description of the fees that Deloitte received for services for the year ended December 31, 2016.

The Audit Committee met nine times in 2016. 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:

George S. Taylor, Chair; Angela F. Braly; Marcel R. Coutu; and Philip B. Lind.

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Report of the Governance and Nominating Committee

The following is a summary of the Governance Committee’s work during 2016, in accordance with its Charter:

Composition and Performance of the Board and its Committees

(i) Director Nominations

✓ Reviewed the size, composition and diversity of the Board and its Committees

✓ Reviewed the competencies and skills represented on the Board and the skills required of directors and the Board as a whole

✓ Maintained an “evergreen” list of director candidates

✓ Selected a new candidate to serve on the Board and stand as a director nominee at the 2016 meeting of shareholders

✓ Approved eight Class A Share director nominees and eight Class B Share director nominees for election by the shareholders and recommended them to the Board

(ii) Evaluation of the Board, its Committees and Individual Directors

✓ Reviewed the performance of the Board, the Committees and individual directors

✓ Reviewed the process for evaluating the performance of the Board and the individual directors

✓ Reviewed and approved the current director appointments to the Committees

Director Compensation

✓ Reviewed compensation paid to the Board Chair and to the independent and affiliated directors

Disclosure

✓ Reviewed and approved the Corporation’s Statement of Corporate Governance Practices and other corporate governance disclosure for inclusion in the 2016 management information circular

✓ Reviewed and approved the Report of the Governance Committee included in the 2016 management information circular

Corporate Governance

✓ Set the Board Work Plan for 2017

✓ Evaluated and recommended enhancements to the Corporation’s governance practices

✓ Reviewed material related-party transactions

✓ Determined the executive officers of the Corporation

✓ Reviewed an investment protocol governing overlapping investment mandates within the Corporation

✓ Reviewed the Corporation’s investment policies and procedures and approved the Corporation’s Investment and Capital Markets Policy

✓ Evaluated the Board and Committee Charters, the Board Position Descriptions and the Charter of Director Expectations

✓ Reviewed and approved the Corporation’s Code of Business Conduct and Ethics, Personal Trading Policy, Disclosure Policy and Say on Pay Policy

MANDATE

The Governance Committee oversees Brookfield’s approach to corporate governance.

The Governance and Nominating Committee Charter and the Governance and Nominating Committee Chair’s position description are available at https://bam.brookfield.com under “Corporate Governance.”

MEMBERSHIP	Frank J. McKenna, Chair
	Seek Ngee Huat
	Diana L. Taylor

INDEPENDENCE	All members meet Board-approved independence standards which are derived from the CSA corporate governance guidelines.

The Governance and Nominating Committee met three times in 2016.

This report has been adopted and approved by the members of the Governance and Nominating Committee:

Frank J. McKenna, Chair; Seek Ngee Huat; and Diana L. Taylor.

34 / BROOKFIELD ASSET MANAGEMENT INC.

Report of the Management Resources and Compensation Committee

The following is a summary of the Compensation Committee’s work during 2016, in accordance with its Charter:

Succession Planning

✓ Reviewed and assessed the Corporation’s management resource planning program

✓ Reviewed and assessed senior executive performance

✓ Assessed senior executive succession candidates

✓ Reviewed the Corporation’s diversity and high-potential executive development initiatives

Executive Compensation Philosophy

✓ Reviewed the Corporation’s compensation philosophy

✓ Reviewed the Corporation’s compensation policies related to alignment of interests between its executives and the shareholders

✓ Assessed the alignment of interests of the members of the Management Committee through equity ownership with the creation of shareholder value over the long-term

✓ Assessed the risks associated with the Corporation’s compensation approach, policies and practices

Appointment and Compensation of Senior Management

✓ Reviewed and approved the compensation of senior management

✓ Evaluated the Annual Management Incentive Plan and Long-Term Share Ownership Plans

✓ 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

CEO Performance, Evaluation and Compensation

✓ Evaluated the CEO’s performance

✓ Reviewed and approved the compensation of the CEO

✓ Reviewed the priorities for the CEO

Disclosure

✓ Reviewed and approved for recommendation to the Board the Report on Executive Compensation and the Report of the Compensation Committee to be included in the management information circular

Other Duties and Responsibilities

✓ Reviewed and approved the Charter of the Compensation Committee

✓ Reviewed and approved the CEO position description

MANDATE

The Compensation Committee oversees Brookfield’s management resources and compensation strategy, plans, policies and practices.

The Compensation Committee Charter and the Compensation Committee Chair’s position description are available at https://bam.brookfield.com under “Corporate Governance.”

MEMBERSHIP	Diana L. Taylor, Chair
	Marcel R. Coutu
	Maureen Kempston Darkes

	The Board has restricted the criteria for membership in the Compensation Committee by requiring that not more than one-third of its members are chief executive officers of any publicly traded entity. None of the Committee members is the chief executive officer of a publicly traded entity.

INDEPENDENCE	All members meet Board-approved independence standards which are derived from the CSA corporate governance guidelines.

The Compensation Committee met two times in 2016 and in addition held a joint meeting with the Board of Directors.

This report has been adopted and approved by the members of the Compensation Committee:

Diana L. Taylor, Chair; Marcel R. Coutu; and Maureen Kempston Darkes.

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Report of the Risk Management Committee

The following is a summary of the Risk Management Committee’s work during 2016, in accordance with its Charter:

Risk Management

✓ Reviewed and considered with senior management the Corporation’s risk capacity, risk taking philosophy and approach to determining an appropriate balance between risk and reward

✓ Reviewed and evaluated the Corporation’s significant financial risk exposures, including currency, interest rate, credit and market risks, and the steps senior management took to monitor and manage such risk exposures (through hedges, swaps, other financial instruments and otherwise), including the management of counterparty risk, in compliance with applicable policies

✓ Reviewed and discussed with senior management the Corporation’s significant non-financial risk exposures, including strategic, reputational, operational, regulatory and business risks, and the steps senior management took to monitor and control such risk exposures in compliance with applicable policies

✓ Reviewed and confirmed with senior management that material non-financial information about the Corporation and its subsidiaries that is required to be disclosed under applicable law and stock exchange rules was disclosed

✓ Reviewed with senior management the quality and competence of management appointed to administer risk management functions

✓ Reviewed with senior management the Corporation’s compliance programs

✓ Reviewed the Corporation’s insurance coverage, deductible levels, reinsurance requirements and various risk sharing protocols

✓ Reviewed, with legal counsel where required, such litigation, claims, tax assessments and other tax-related matters, transactions, material inquiries from regulators and governmental agencies or other contingencies which may have a material impact on financial results, the Corporation’s reputation or which may otherwise adversely affect the financial well-being of the Corporation

✓ Reviewed and evaluated the Corporation’s susceptibility to fraud and corruption and management’s processes for identifying and managing the risks of fraud and corruption

✓ Reviewed with senior management the Corporation’s compliance programs

✓ Considered other matters of a risk management nature as directed by the Board

Other Duties and Responsibilities

✓ Reviewed and recommended for approval the Charter of the Risk Management Committee

✓ Reviewed and approved the Corporation’s Treasury and Financial Risk Management Policy

✓ Reviewed and approved the Corporation’s Anti-Bribery and Corruption Policy and Program

✓ Reviewed and approved the Corporation’s Tax Risk Management Policy

MANDATE

The Risk Management Committee oversees Brookfield’s corporate risk management activities.

The Risk Management Committee Charter and the Risk Management Committee Chair’s position description are available at https://bam.brookfield.com under “Corporate Governance.”

MEMBERSHIP	Maureen Kempston Darkes, Chair
	M. Elyse Allan
	David W. Kerr
	Youssef A. Nasr

INDEPENDENCE	Three members of the Committee, Ms. Kempston Darkes, Ms. Allan and Mr. Nasr, meet Board approved independence standards which are derived from the CSA corporate governance guidelines. Mr. Kerr is an affiliated director and is therefore not considered independent.

The Risk Management Committee met four times in 2016.

This report has been adopted and approved by the members of the Risk Management Committee:

Maureen Kempston Darkes, Chair; M. Elyse Allan; David W. Kerr; and Youssef A. Nasr.

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Compensation Elements	Amount		Comments

Board Chair Retainer	$500,000	(a)	The Chair of the Board does not receive any additional compensation for serving as the Chair of the Governance and Nominating Committee.
Director Retainer (b)	$150,000
Audit Committee Chair Retainer	$35,000
Compensation and Risk Management Committee Chair Retainers	$15,000
Audit Committee Member Retainer (Non-Chair)	$10,000
Travel Stipend – for non-residents of the Toronto and New York City areas

PART ONE	VOTING INFORMATION	1
	Who Can Vote	1
	Notice and Access	1
	Q & A on Proxy Voting	2
	Principal Holders of Voting Shares	4

PART TWO	BUSINESS OF THE MEETING	6
	1. Receiving the Consolidated Financial Statements	6
	2. Election of Directors	6
	Majority Voting Policy	6
	Cumulative Voting for Directors	7
	Voting by Proxy	7
	Director Nominees	7
	Summary of 2017 Nominees for Director	17
	Director Ownership in Publicly Traded Subsidiaries	18
	2016 Director Attendance	19
	2016 Director Voting Results	20
	3. Appointment of External Auditor	20
	Principal Accounting Firm Fees	20
	4. Advisory Resolution on Approach to Executive Compensation	21
	2016 Results of the Advisory Resolution on the Corporation’s Approach to Executive Compensation	21
	Advisory Vote	21

PART THREE	STATEMENT OF CORPORATE GOVERNANCE PRACTICES	22
	Governance	22
	Board of Directors	22
	Committees of the Board	27
	Board, Committee and Director Evaluation	29
	Board and Management Responsibilities	29
	Strategic Planning	30
	Risk Management Oversight	30
	Communication and Disclosure Policies	31
	Code of Business Conduct and Ethics	31
	Report of the Audit Committee	32
	Report of the Governance and Nominating Committee	34
	Report of the Management Resources and Compensation Committee	35
	Report of the Risk Management Committee	36

PART FOUR	DIRECTOR COMPENSATION AND EQUITY OWNERSHIP	37
	Director Compensation	37
	Equity Ownership of Directors	40

PART FIVE	COMPENSATION DISCUSSION AND ANALYSIS	41
	Executive Overview	41
	Compensation Philosophy	44
	Elements of Compensation	45
	Overview of Compensation	46
	Incentive Plan Overview	47
	Termination and Change of Control Provisions	51
	Incentive and Equity-Based Compensation Policies and Guidelines	52
	2016 Compensation Decisions	52
	Compensation Committee Governance	54
	Class A Share Performance Graphs	57
	Compensation of Named Executive Officers	58
	Incentive Plan Awards	59
	Security-Based Compensation Arrangements	61
	Pension and Retirement Benefits	64

PART SIX	OTHER INFORMATION	65
	Routine Indebtedness of Directors, Officers and Employees	65
	Audit Committee	65
	Directors’ and Officers’ Liability Insurance	65
	Normal Course Issuer Bid	65
	Availability of Disclosure Documents	66
	Other Business	66
	Directors’ Approval	66

APPENDIX A	CHARTER OF THE BOARD	A-1