Good morning, Mr. Chair. We are ready to commence the meeting.
Good morning, ladies and gentlemen. It's now 10:30 A.M. and time to begin the annual and special meeting of shareholders of Brookfield Corporation. My name is Frank McKenna, and as chair of the board, it's my pleasure to chair today's meeting. On behalf of the board management, I would like to extend a warm welcome to everyone joining through our live webcast. Similar to our meeting last year, voting during the meeting will take place on our webcast platform. I will now explain this process. We will conduct the votes on the matters before us by a poll. On a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by the shareholder. The poll will be open for all resolutions at the same time and throughout the formal portion of the meeting.
This will allow you to choose to vote on each resolution immediately or wait until the conclusion of discussion on each resolution prior to casting your vote. If you voted in advance of the meeting and do not wish to revoke your previously submitted proxies, then no action is required. We will welcome questions from our shareholders. As described in our Management Information Circular for this meeting, participants can submit questions by clicking on the messaging icon on the top of the webcast and typing a question. Please indicate whether your question is of a general nature or if it relates to a motion being considered as part of the meeting's formal business. Questions relating to a particular motion will be answered at the appropriate time in the meeting.
Note that we recommend that you submit questions related to motions being tabled as soon as possible, because there is a 30-second delay in the webcast. Questions of a general nature will be answered during a question and answer period following the formal business of the meeting. Please click the Submit button once you have finished typing your question. Our corporate secretary, who is serving as moderator of this meeting, will read out the question, and either a member of management or I will respond. If we receive similar questions, we will read one of them and note it is to be one of a number of similar questions. We're unable to receive questions from participants joining the meeting only by telephone. Further, if you connected to the meeting as a guest, you will not be able to submit a question.
We will endeavor to answer all questions submitted during the allotted time. Moving on, we wish to thank you for your participation in today's meeting. I now call the meeting to order, and would ask TSX Trust Company by its representatives, Jordan Shafi and Karishma Aliar, to act as scrutineers. I will also ask our corporate secretary, Swati Mandava, to act as secretary of today's meeting. In the unlikely event of technology issues disconnecting my audio, I've designated Swati to step in as chair of the meeting. It's now my pleasure to introduce the members of management with us today: Bruce Flatt, our Chief Executive Officer, and Nicholas Goodman, our President and Chief Financial Officer. Following the conclusion of the formal part of the meeting, there will be a presentation from management. As outlined in our Management Information Circular, there are five items of business to be considered today.
First, to receive the consolidated financial statements of the corporation for the fiscal year ended December 31st, 2023, including the external auditor's report. Second, to elect directors who will serve until the next annual meeting of shareholders. Third, to appoint the external auditor and authorize the directors to set its remuneration. Fourth, to consider an advisory resolution on the corporation's approach to executive compensation. And fifth, to consider a resolution authorizing Brookfield Reinsurance Limited to implement an Escrowed Stock Plan and to permit Brookfield Reinsurance to award escrowed stock grants thereunder to certain executives or other individuals designated by the Board of Directors of Brookfield Reinsurance. As mentioned, in connection with the business to be dealt with today, all voting will be conducted by online ballot through the live audio webcast platform. Voting is now open on all resolutions.
In order to expedite the formal part of today's meetings, I've asked certain shareholders to move and second various resolutions. Although this procedure will assist in the handling of the formal matters, it is not intended to discourage anyone from submitting questions in reference to any resolution after it has been proposed and seconded. I'm advised that the notice calling this meeting and the Management Information Circular were disseminated to voting shareholders in accordance with all applicable laws. I'd ask the corporate secretary to keep a copy of the notice and proof of mailing with the minutes of this meeting. The minutes of last year's meeting of shareholders held on June ninth, 2023, are also available upon request, should any shareholder wish to review them. Based upon the scrutineer's preliminary report and attendance, the secretaries confirm that there is a quorum.
I therefore declare the meeting properly constituted for the transaction of the business for which it has been called. Now, turning to the first item of formal business, I will now table the corporation's 2023 Annual Report to shareholders, which includes the corporation's consolidated financial statements for the fiscal year ended December 31st, 2023, together with the external auditor's report. Our Annual Report has been mailed to shareholders who requested it and is available in the meeting materials for this live webcast, as well as on our website.
Mr. Chair, we have not received any questions or comments in connection with the financial statements.
The second item of business at our meeting today is to elect directors who will serve until our next annual meeting of shareholders. Now, to assist you in identifying our directors, their photos will be shown on the slides of the webcast platform as I read their names. The seven proposed nominees for election by holders of the corporation's Class A Limited Voting Shares are: Elyse Allan, Janice Fukakusa, Maureen Kempston Darkes, Hutham Olayan, Diana Taylor, and myself, and Angela Braly. The seven nominees for election by the holders of the corporation's Class B Limited Voting Shares are: Jeff Blidner, Jack Cockwell, Bruce Flatt, Brian Lawson, Howard Marks, Rafael Miranda, and Lord Gus O'Donnell. Each of the 14 proposed nominees were elected at our last annual meeting in June 2023, and are standing for re-election today.
Information on all 14 director nominees is set out in our Management Information Circular, which was posted on our website for shareholder review and is available from the company upon request.
Mr. Chair, we have not received any questions or comments with respect to the nomination of directors.
The meeting is now open to receive nominations for the election of the proposed directors. We invite shareholders and proxy holders to submit their vote online if they have not already done so. As a reminder, if you have already voted or sent in your proxy, there is no need to do anything else unless you wish to change your vote.
Mr. Chair, I nominate for election as directors the seven nominees for the Class A limited voting shareholders and the seven nominees for the Class B limited voting shareholders named in the Management Information Circular, dated April 25th, 2024.
Thank you, Thomas.
Mr. Chair, I second the motion.
Thank you, Galen. Are there any further nominations? If not, I declare the nominations closed. As there are 14 directors to be elected and the same number of nominees, I now declare that those nominated have been duly elected as directors of the corporation. The third item of business today is the appointment of the corporation's external auditor and authorizing the directors to set their remuneration. As stated in the Management Information Circular, the Audit Committee of our Board of Directors has recommended to shareholders that Deloitte LLP be reappointed as the corporation's external auditor.
Mr. Chair, I move that Deloitte LLP be appointed as the external auditor of the corporation until the next annual meeting, and that the directors be authorized to set the remuneration.
Thank you, Galen.
Mr. Chair, I second the motion.
Thank you, Thomas. The resolution has been moved and seconded, and the motion is now before the meeting for discussion.
Mr. Chair, we have not received any questions or comments in connection with the appointment of auditors.
Adoption of this motion requires a favorable vote of the majority of the votes cast at the meeting by the holders of each of the Class A Limited Voting Shares and the Class B Limited Voting Shares, voting as separate classes. Management has received proxies representing approximately 76% of the corporation's Class A Limited Voting Shares and 100% of the Class B Limited Voting Shares. These proxies direct me to vote over 96% of the Class A Limited Voting Shares and all of the Class B Limited Voting Shares in favor of the resolution. I will now call for shareholders and proxy holders to submit their vote if they've not already done so. The fourth item of business today is the approval of the advisory resolution on the corporation's approach to executive compensation described in the Management Information Circular.
The corporation has put forth an advisory resolution at this meeting as part of its ongoing efforts to both meet its corporate governance objectives and ensure a high level of shareholder engagement. Because this is an advisory vote, the results will not be binding on the board. However, the Board of Management Resources and Compensation Committee will take into account the results of the vote, as appropriate, when considering future compensation policies and decisions. The board welcomes comments and questions on the corporation's executive compensation practices.
Mr. Chair, I move that the advisory resolution accepting the approach to executive compensation described in the Management Information Circular, dated April 25th, 2024, be approved.
Thank you, Thomas.
Mr. Chair, I second the motion.
Thank you, Galen. The resolution has been moved and seconded. The motion is now before the meeting for discussion.
Mr. Chair, we have not received any questions or comments in connection with the corporation's approach to executive compensation.
Adoption of this motion requires the favorable vote of a majority of the Class A Limited Voting Shares. Management has received proxies representing approximately 76% of the corporation's Class A Limited Voting Shares. These proxies direct me to vote over 95% of the Class A Limited Voting Shares in favor of the resolution. I will now call for shareholders and proxy holders to submit their vote if they've not already done so. The fifth and final item of business today is the approval of the resolution authorizing the implementation by Brookfield Reinsurance Limited of an Escrowed Stock Plan and permitting Brookfield Reinsurance Limited to award escrowed stock grants thereunder to certain executives or other individuals designated by the Board of Directors of Brookfield Reinsurance Limited. The Escrowed Stock Plan constitutes a security-
Security-based compensation arrangement under the applicable TSX rules and require security holder approval from both shareholders of the corporation and Brookfield Reinsurance Limited to implement. The exchangeable Class A shares of Brookfield Reinsurance Limited are designed to be economically equivalent to the corporation's Class A shares and remain exchangeable on a one-for-one basis. As a result, the Escrowed Stock Plan must be approved by the corporation shareholders. The Escrowed Stock Plan is intended to incentivize and retain certain executives or other individuals designated by the Board of Directors of Brookfield Reinsurance Limited for an extended period, and to further align their long-term interests with those of other shareholders in a manner that is less dilutive than alternative long-term ownership plans.
As described in the Management Information Circular, a maximum of 4 million exchangeable Class A shares may be issued under the Escrowed Stock Plan, representing approximately 0.24% of the corporation's Class A shares as at April 18th, 2024.
Mr. Chair, I move that the resolution authorizing the implementation by Brookfield Reinsurance Limited of an Escrowed Stock Plan, as described in the Management Information Circular dated April 25th, 2024, be approved.
Thank you, Thomas.
Mr. Chair, I second the motion.
Thank you, Miller. The resolution has been moved and seconded. The motion is before the meeting for discussion.
Mr. Chair, we have not received any questions or comments in connection with the Brookfield Reinsurance, Escrowed Stock Plan.
Adoption of the motion requires the favorable vote of a majority of the votes cast at the meeting by the holders of each of the Class A Limited Voting Shares and the Class B Limited Voting Shares, voting as separate classes. Management has received proxies representing approximately 76% of the corporation's Class A Limited Voting Shares and 100% of the Class B Limited Voting Shares. These proxies direct me to vote over 70% of the Class A Limited Voting Shares and all of the Class B Limited Voting Shares in favor of the resolution. I will now call for shareholders and proxy holders to submit their votes if they have not already done so. Voting is now closed on all resolutions. I'm advised that our corporate secretary has the results of the vote based on the final tabulations of proxy votes received.
Thank you, Mr. Chair. I'm pleased to report the following: As there are 14 directors to be elected and the same number of nominees, I now declare that those nominated have been duly elected as directors of the corporation. On the appointment of the corporation's external auditor and authorization of directors to set their remuneration, I declare the motion carried. On the approval of the advisory resolution on the corporation's approach to executive compensation, I declare the motion carried. On the approval of the resolution authorizing Brookfield Reinsurance Limited to implement an Escrowed Stock Plan and to award escrowed stock grants thereunder, I declare the motion carried. The final voting results will be available after the meeting and posted to SEDAR+ at www.sedarplus.ca.
Ladies and gentlemen, that completes the formal business of today's meeting. There being no other business, I declare the meeting terminated. Now that the meeting has concluded, Nick Goodman will be leading a presentation on behalf of our management team. At the end of the presentation, we will be available to respond to any questions or comments you may have submitted. Please note that in responding to questions and in talking about our new initiatives and our financial and operating performance, we may make forward-looking statements. These statements are subject to known and unknown risks, and future results may differ materially. For further information on known risk factors, you're encouraged to review the Business Environment and Risk section of Management's Discussion and Analysis in our Annual Report. Finally, we would like to ensure that all shareholders who are interested in asking a question have the opportunity to do so.
We'll make every effort on our part to address questions during the allotted question and answer period. With that, I invite Nick Goodman to commence management's presentation.
Thank you, Mr. Chair, and good morning, everyone. Today, I'm going to provide an overview of our financial performance over the last twelve months, outlining the significant progress we've made in multiple areas. I will then spend some time reviewing our outlook for the business. But I want to start with the key takeaways. Brookfield Corporation is at the center of everything we do at Brookfield, capturing all the earnings and value creation generated across the franchise. Over the past year, we delivered strong financial results, generating approximately $5 billion of Distributable Earnings, or DE. Given the current and prospective earnings power of the business, we're well-positioned to grow our earnings per share at greater than 20% per annum over the next five years.
Our projected free cash flow is expected to be approximately $45 billion, which we plan to reinvest back into the business, use to fund strategic transactions, or opportunistically return the capital to our shareholders. Our ability to efficiently allocate capital will further enhance our cash flow growth profile and the total return for shareholders. All of this is underpinned by our conservative balance sheet and ample liquidity. Lastly, we are set up to deliver a total return of more than 15% on a per-share basis over the long term. Looking back over the past year, we've continued to scale our perpetual capital base of approximately $155 billion across a diversified portfolio of high-quality businesses, which are market leaders in their respective industry.
This capital is comprised of mostly liquid assets, with only a modest amount of long-duration corporate debt of $12 billion at the corporation. Each of our underlying businesses continued to execute their respective business plan and drive earnings growth. Over the last 12 months, our asset management business benefited from strong fundraising, with approximately $90 billion of capital raised, and we continue to see high demand for our private fund strategies, which have a leading position around global secular tailwinds, experiencing accelerated growth. Next, our wealth solutions business grew its assets to over $100 billion from a standing start just three years ago. This business continues to scale, benefiting from the strong performance of the investment portfolio, significant embedded organic growth, and recent strategic acquisitions, which have resulted in annualized earnings doubling from just a year ago.
Our operating businesses continue to deliver stable cash flows, supported by the resilient and high-quality earnings across our businesses. Our best-in-class global champions generate recurring cash flows, backed by, backed by largely contracted and regulated revenue streams and high cash margins. Through a combination of our operating expertise, inflation escalation embedded in our revenues, accretive development CapEx, and disciplined capital recycling of our underlying assets, we continue to grow cash flows per share through economic cycles. In total, across the business, we generated approximately $5 billion of Distributable Earnings, and we returned over $1 billion of capital to our shareholders through regular dividends and share repurchases. All of this is bolstered by our strong access to capital and our commitment to a conservatively capitalized balance sheet. Turning to, briefly to each of our businesses, our manager is set up for meaningful growth.
We benefited from positive fundraising momentum across our private fund strategies. Highlights include the close of our largest-ever private infrastructure strategy at $30 billion and our largest-ever private equity strategy at $12 billion, as well as strong first closes for our latest transition and real estate flagship funds. In addition, we recently announced the acquisition of a majority stake in Castlelake, broadening our presence in asset-backed lending. Our assets under management have increased to nearly $1 trillion, and we expect significant tailwinds to enhance future growth. This contributed annualized Distributable Earnings of $2.6 billion, and we expect fundraising to further build over the course of 2024, leading to strong growth in our earnings. We continue to scale our wealth solutions business.
With the recent acquisition of American Equity Life, our wealth solutions business reached a significant milestone of over $100 billion in assets. Our insurance assets more than doubled compared to a year ago, and we are now positioned as a leading provider of annuities in the US, with capabilities to originate $20 billion of policies annually in the near term. Annualized Distributable Earnings are now approximately $1.4 billion, and as we reposition the investment portfolio and deploy our shorter duration assets, we're on track to grow annual earnings to approximately $2 billion, which will drive significant cash flow growth for the corporation. Today, the average cash return on our capital is approximately 18%, with the investment portfolio earning an average yield of close to 6%.
Given our scale operating capabilities, combined with significant embedded growth and M&A opportunities, we see a credible path to doubling this business over the next five years, which we expect will deliver very attractive returns for our shareholders. Our operating businesses continue to grow, generating very stable cash flows that compound in value. We own market-leading real estate portfolios across renewable power and transition, infrastructure, private equity, and real estate, that generate largely contracted or regulated inflation-protected revenues with high cash margins. Given the high-quality nature of our assets and businesses and the essential nature of the services they provide, we continue to see strong demand from customers. As an example, in our renewable power and transition business, demand for clean energy continues to grow, driven by the global trends of decarbonization and the build-out of AI, which is backed by clean power.
We recently signed a landmark framework agreement with Microsoft to deliver over 10.5 GW of new renewable energy capacity between 2026 and 2030 to support Microsoft data center growth. In our real estate business, our high-quality portfolio continues to deliver strong operating performance, with same-store net operating income across our core assets growing by 5% over the last 12 months. In total, we generate $1.6 billion of annualized Distributable Earnings from our operating businesses, which have a proven track record of delivering strong risk-adjusted returns of approximately 15%, and we expect to continue to benefit from capital appreciation that will further compound our returns over the long term. As highlighted, the strong performance of our business has allowed our cash flows to scale over time.
Annualized Distributable Earnings today are $3.20 per share, up by more than two times compared to $1.44 per share five years ago. With our excess cash flow, we returned more than $1 billion of capital to our shareholders over the past twelve months through regular dividends and share repurchases. To date this year, we repurchased over $700 million of Class A shares in the open market, adding approximately $0.50 of value to each remaining share. We continue to maintain excellent access to capital and a conservatively capitalized balance sheet. Leveraging our deep relationships and reputation as a responsible borrower, we executed approximately $100 billion of financings across our business in 2023.
Today, we have a record $150 billion of deployable capital, which includes close to $6 billion of core liquidity at the corporation. Our high levels of liquidity will enable us to invest opportunistically and at scale. In addition, we operate with a conservative balance sheet and continue to be rated A- at the corporation across four rating agencies. With our significant liquidity, we are well-positioned to continue to execute on great opportunities to strengthen our franchise, enhance, and enhance value through market cycles. So now that we've summarized the past year, let's look ahead. Each of our businesses is well-positioned to significantly increase the intrinsic value of the franchise, sustain strong organic growth over the long term.
If we execute our plans, we're set up to grow the earnings of our existing business by approximately 20% per year on a per share basis, and we expect to generate significant free cash flow over the next five years. Our existing businesses chart a path to annual DE growth of approximately 20% through 2028, supported by their predictable and growing cash flows. This would take our Distributable Earnings from $2.86 per share to approximately $7 per share by 2028. Since we presented this plan at Investor Day back in September of last year, we remain on track to achieve our plans. If we are successful, we will generate approximately $45 billion of free cash flow from our existing businesses over the next five years.
As illustrated, our asset management and wealth solutions businesses, as well as realized carried interest, will be significant contributors to this free cash flow. Furthermore, our operating businesses will continue to grow earnings, but at the same time, will recycle capital out of this asset base. While management at each of our underlying businesses are focused on executing their respective business plans, our focus at the corporation is on optimizing the synergies that exist between our businesses and allocating our free cash flows and excess capital to sustain growth and deliver attractive returns over the long term. We achieve this through investing into and alongside our asset management business, which includes commitments to our private funds that have have a proven track record of delivering excellent returns, supporting the scaling of our wealth solutions business, which will be a meaningful growth engine going forward.
Investing alongside our operating businesses in large transactions to increase returns and provide significant strategic value to the Brookfield ecosystem. Recycling substantial capital from our real estate business and refocusing on our core real estate portfolio. Retaining significant liquidity to protect against downside risks and opportunistically allocating capital to share buybacks, especially given the disconnect we see between our view of intrinsic value and trading price. To that end, cash reinvestment should contribute meaningfully to our growth in Distributable Earnings per share, adding approximately $1 of earnings over the next five years, increasing the Distributable Earnings compound annual growth rate to approximately 25%. In summary, we are focused on optimizing synergies across the Brookfield ecosystem, allocating our free cash flows and recycling capital to further enhance returns. Again, maintaining a strong balance sheet and high levels of liquidity across the business.
And lastly, positioning ourselves to deliver greater than 15% total returns on a per share basis over the long term. I want to thank you all for your time and continued interest in the company, and that concludes our presentation. We would now be pleased to answer any questions.
Mr. Chair, there are no questions to be addressed.
Ladies and gentlemen, I'd like to thank you for taking the time to join us today. I hope you have found the meeting and management presentation informative. We appreciate your participation.