X0206 3 2023-06-30 0 0001713407 BROOKFIELD REAL ESTATE INCOME TRUST INC. N/A 0001937926 Brookfield Asset Management Ltd. BROOKFIELD PLACE 181 BAY STREET, SUITE 100 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001962420 Brookfield Asset Management ULC BROOKFIELD PLACE 181 BAY STREET, SUITE 100 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001504722 Brookfield US Holdings Inc. BROOKFIELD PLACE 181 BAY STREET, SUITE 100 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001768973 Brookfield US Inc. 250 VESEY STREET, 15TH FLOOR NEW YORK NY 10281 0 0 1 0 0001680278 Brookfield Property Group LLC 250 VESEY STREET, 15TH FLOOR NEW YORK NY 10281 0 0 1 0 0001909269 Brookfield Public Securities Group Holdings LLC 250 VESEY STREET, 15TH FLOOR NEW YORK NY 10281 0 0 1 0 0001273887 Brookfield Public Securities Group LLC 250 VESEY STREET, 15TH FLOOR NEW YORK NY 10281 0 0 1 0 0001984215 BIM Capital LLC 250 VESEY STREET, 15TH FLOOR NEW YORK NY 10281 0 0 1 0 0001921485 Brookfield REIT Adviser LLC 250 VESEY STREET, 15TH FLOOR NEW YORK NY 10281 0 0 1 0 Class E Common Stock 60486 I Held by BIM Capital LLC Class E Common Stock 13503 I Held by Brookfield Public Securities Group LLC Class I Common Stock 194283 I Held by Brookfield REIT Adviser LLC Includes 344 shares of the Issuer's common stock that will be issued on or about July 20, 2023 pursuant to the Issuer's distribution reinvestment plan. Includes 77 shares of the Issuer's common stock that will be issued on or about July 20, 2023 pursuant to the Issuer's distribution reinvestment plan. Includes 2,208 shares of the Issuer's common stock that will be issued on or about July 20, 2023 pursuant to the Issuer's distribution reinvestment plan. These shares are held directly by BIM Capital LLC ("BIM") and indirectly by Brookfield Corporation ("BCORP"), Brookfield Asset Management Ltd. ("BAM"), Brookfield Asset Management ULC ("BAM-ULC"), Brookfield US Holdings Inc. ("BUSHI"), Brookfield US Inc. ("BUSI") and Brookfield Public Securities Group Holdings LLC ("PSG Holdings"). BCORP is a holder of common shares of BAM-ULC and special tracking preferred shares and Class B senior preferred shares of BUSHI. BAM is a holder of common shares of BAM-ULC. BAM-ULC is the holder of Class B common shares of BUSHI. BUSHI is the holder of Class A common shares and Class C preferred shares of BUSI. BUSI is the managing member of PSG Holdings, which is the managing member of BIM. These shares are held directly by Brookfield Public Securities Group LLC ("PSG") and indirectly by BCORP, BAM, BAM-ULC, BUSHI, BUSI and PSG Holdings. BCORP is a holder of common shares of BAM-ULC and special tracking preferred shares and Class B senior preferred shares of BUSHI. BAM is a holder of common shares of BAM-ULC. BAM-ULC is the holder of Class B common shares of BUSHI. BUSHI is the holder of Class A common shares and Class C preferred shares of BUSI. BUSI is the managing member of PSG Holdings, which is the managing member of PSG. These shares are held directly by the Brookfield REIT Adviser LLC (the "Adviser") and indirectly by BCORP, BAM, BAM-ULC, BUSHI, BUSI, Brookfield Property Master Holdings LLC ("BPM Holdings") and Brookfield Property Group LLC ("BPG"). BCORP is a holder of common shares of BAM-ULC and special tracking preferred shares and Class B senior preferred shares of BUSHI. BAM is a holder of common shares of BAM-ULC. BAM-ULC is the holder of Class B common shares of BUSHI. BUSHI is the holder of Class A common shares and Class C preferred shares of BUSI. BUSI is the managing member of BPM Holdings. BPM Holdings is the sole member of BPG, which is the managing member of the Adviser. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons are filing a separate Form 3. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. BROOKFIELD ASSET MANAGEMENT LTD., By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Managing Director 2023-07-10 BROOKFIELD ASSET MANAGEMENT ULC, By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Managing Director 2023-07-10 BROOKFIELD US HOLDINGS INC., By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Director 2023-07-10 BROOKFIELD US INC., By: /s/ Kathy Sarpash, Name: Kathy Sarpash, Title: Secretary 2023-07-10 BROOKFIELD PROPERTY GROUP LLC, By: /s/ Melissa Lang, Name: Melissa Lang, Title: Managing Director 2023-07-10 BROOKFIELD PUBLIC SECURITIES GROUP HOLDINGS LLC, By: /s/ Kevin English, Name: Kevin English, Title: Chief Operating Officer 2023-07-10 BROOKFIELD PUBLIC SECURITIES GROUP LLC, By: /s/ Kevin English, Name: Kevin English, Title: Chief Operating Officer 2023-07-10 BIM CAPITAL LLC, By: /s/ Kevin English, Name: Kevin English, Title: Chief Operating Officer 2023-07-10 BROOKFIELD REIT ADVISER LLC, By: /s/ Melissa Lang, Name: Melissa Lang, Title: Managing Director 2023-07-10