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 and Management, I'd like to extend a warm welcome to everyone joining us through our live webcast. Similar to our meeting last year, voting during the meeting will take place on our webcast platform. I'll now explain that process. We will conduct the votes on the matters before us by a poll. 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, alternatively, 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, no action is required. We will welcome questions from our shareholders. As described in our management information circular for the meeting, participants can submit questions by clicking on the messaging icon on the left side of the webcast and typing a question. Please indicate whether your question is of a general nature or, alternatively, 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 relating to motions being tabled as soon as possible because there is a 30-second delay in the webcast. Now, questions of a general nature will be answered during a Q&A 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 to be one of a number of similar questions. Now, if you've connected to this 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. Now, moving on, we wish to thank you for your participation in today's meeting. I now call the meeting to order and would ask our transfer agent by its representatives, Helen Kim and Kareeshma 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 have 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. Now, as outlined in our circular, there are six items of business to be considered today. One, to receive the consolidated financial statements of the Corporation for the fiscal year ended December 31, 2024, including the external auditor's report. Secondly, to consider a special resolution authorizing an amendment to the articles of the Corporation, increasing the number of Directors from 14- 16. Third, to elect Directors who will serve until the next ATM.
Fourth, to appoint the external auditor and authorize the director to set its remuneration. Fifth, to consider an advisory resolution on the Corporation's approach to executive compensation. Sixth, to consider the shareholder proposal described in our circular. Now, as mentioned, in connection with 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 meeting, I've asked certain shareholders to move and second various resolutions. Although the 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. Now, I'm advised that the notice calling the meeting and the circular were disseminated to voting shareholders in accordance with all applicable laws.
I've asked 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 annual meeting of shareholders held on June 7th, 2024, are also available upon request should any shareholder wish to review them. Based upon the scrutineer's preliminary report and attendance, the secretary has confirmed 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 2024 Annual Report to shareholders, which includes the Corporation's consolidated financial statements for the fiscal year ended December 31st, 2024, 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 submitted in connection with the financial statements.
Thank you, Swati. The second item of business today is the approval of a special resolution authorizing an amendment to the articles of the Corporation, increasing the number of Directors comprising the Board from 14 -[ 16]. Now, as described in our circular, the increase in the total number of Directors will contribute to: one, ensuring that the Board is of an adequate size to fulfill its oversight and stewardship responsibility as the Corporation continues to grow; two, enhancing the desired diversity of skills and experience among the Directors; and three, further facilitating the Board's succession planning.
Mr. Chair, I move that the special resolution amending the articles to increase the number of Directors comprising the Board from 14-1 6, as described in the management information circular dated April 24th, 2025, be approved.
Thank you, Thomas.
Mr. Chair, I second the motion.
Thank you, Jasmine. 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 submitted in connection with the increase in the number of Directors comprising the Board.
Adoption of this motion requires the favorable vote of twp-thirds. Two-thirds 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 98% 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 have not already done so. The third item of business at our meeting today is to elect Directors who will serve until our next annual general meeting of shareholders.
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 eight proposed nominees for election by holders of the Corporation's Class A limited voting shares are: Elyse Allan and Janice Fukakusa, Maureen Kempston Darkes, myself, Hutham Olayan, Satish Rai, Diana Taylor, and Justin Beber. The eight nominees for election by the holders of the Corporation's Class B limited voting shares are: Howard Marks, Rafael Miranda, Lord O'Donnell, Jeffrey Blidner, Jack Cockwell, Bruce Flatt, Brian Lawson, Samuel Pollock. 13 of the 16 director nominees were elected at our last annual meeting on June 24 and are standing for reelection today. Mr. Satish Rai, a current Director of the Corporation, was appointed to the Board on March 17th, St. Patrick's Day 2025, and is standing for election. Mr. Justin Beber and Mr.
Samuel Pollock are not currently Members of the Board and are also standing for election. Information on all 16 Director nominees is set out in our 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've already voted or sent in your proxy, there is no need to do anything unless you wish to change your vote.
Mr. Chair, I nominate for election as Directors the eight nominees for the Class A limited voting shareholders and the eight nominees for the Class B limited voting shareholders named in the management information circular dated April 24, 2025.
Thank you, Jasmine.
Mr. Chair, I second the motion.
Thank you, Thomas. Are there any further nominations? If not, I declare the nominations closed. As there are 16 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 fourth item of business today is the appointment of the Corporation's External Auditor and authorizing the Directors to set its remuneration. As stated in our 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 its remuneration.
Thank you, Thomas.
Mr. Chair, I second the motion.
Thank you, Jasmine. 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 submitted in connection with the appointment of auditors.
Adoption of this 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 about 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 90% 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 have not already done so. The fifth item of business today is the approval of the advisory resolution on the Corporation's approach to executive compensation described in our 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 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 24, 2025, be approved.
Thank you, Jasmine.
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 corporation's approach to executive compensation.
Now, 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 have not already done so. The sixth and final item of business today is the consideration of a shareholder proposal. The proposal and the Corporation's response to the proposal are set forth in greater detail on pages 80 - 82 of our Circular. The shareholder proposal was submitted by Salal Foundation and Shift Action for Pension Wealth and Planet Health. At this time, can I have a motion in respect to the shareholder proposal?
Mr. Chair, the shareholder proposal submitted by Salal Foundation and Shift Action for Pension Wealth and Planet Health, as described in detail on pages 80 - 82 of our Management Information Circular dated April 24th, 2025, is hereby approved.
Thank you, Thomas.
Mr. Chair, I second the motion.
Thank you, Jasmine. The resolution has been moved and seconded. The motion is now before the meeting for discussion. As set out in our Circular, Brookfield is one of the world's largest private fund transition investing franchises, with our transition strategy aiming to scale clean energy and sustainable solutions and transform carbon-intensive businesses, setting targets aligned with the goals of the Paris Agreement. Shareholders can find our detailed response to the proposal on pages 81- 82 of our circular. Our transition strategy has developed a transparent and disciplined approach to managing and measuring our positive impact contributions through its Impact Measurements and Management Framework called the IMM. The IMM is designed expressly for the transition strategy and applies only to investments within that strategy, given its unique mandate to achieve both appropriate risk-adjusted returns and measurable climate impact.
The IMM framework is aligned with the operating principles for impact management document, a recognized climate reporting impact management framework. Our IMM Framework helps to drive positive outcomes as well as ensuring transparency and accountability of impact goals and performance. Our IMM has been extremely recognized as best in class and, in our view, exceeds all credible requirements. Looking beyond our transition strategy to our other operationally managed assets, we have developed a decarbonization framework adhering to internationally recognized frameworks. These assets include applicable investments within our infrastructure investment strategies, which, like many others, have recognized natural gas as a transition fuel. Across these investments, which includes prioritizing our highest emitting assets, we work with our portfolio companies to identify operational value enhancement and decarbonization opportunities so that the companies may work towards alignment with our decarbonization framework.
In doing so, we're supporting our portfolio companies in maximizing their value while also achieving their decarbonization potential. This contributes to a future lower emissions economy while delivering strong risk-adjusted returns for our investors. We've transparently provided disclosure of our greenhouse gas emissions in our annual sustainability report, and we're committed to increasing transparency and coverage of our disclosure as data becomes more available and reliable. To that end, the proposal misapprehends the purpose and application of the IMM, which is neither designed for nor suitable for assets under management outside of our transition strategy, for which we provide significant disclosure under our decarbonization framework. Again, I direct your attention to pages 81-82 of our circular, which describes in detail the position of management and Board on the matter.
Mr. Chair, we have not received any questions or comments from others in connection with the shareholder proposal.
Adoption of this 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 about 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 92% of the Class A limited voting shares and all of the Class B limited voting shares against the proposal. I will now call for shareholders and proxy holders to submit their vote 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. On the approval of the special resolution authorizing an amendment to the articles of the Corporation to increase the number of Directors from 14- 16, I declare the motion carried. I'm pleased to report, as there are 16 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 shareholder proposal, I declare the motion is not carried and the shareholder proposal has not passed. The final voting results will be available after the meeting and posted to SEDAR+ and the website.
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 formal meeting has concluded, Nick Goodman will be leading a presentation on behalf of our management team. At the end of that presentation, we'll be available to respond to any questions or comments that have been submitted. Now, 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 the MD&A 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. Chairman, and good morning, everyone. Today, I'm going to provide an overview of our financial performance over the last 12 months, highlighting the significant progress we have made with regards to delivering on our key strategic objectives, and I will then spend some time reviewing our outlook for the business. First, I want to start with an overview of the business today. One of our greatest strengths is our large base of permanent capital, which at $170 billion is one of the largest pools of discretionary capital globally. The capital is invested across our three core businesses, being asset management, wealth solutions, and our operating businesses. Each of these businesses has been carefully and methodically scaled over time, each benefiting from, one, our large capital base and centralized approach to capital allocation, and, two, the broader Brookfield ecosystem.
This capital base provides us with significant flexibility and is one of our key competitive advantages. Brookfield Corporation today sits at the center of global capital flows and captures all the value creation generated across the franchise. As we continue to scale, invest, and allocate capital across our core businesses, we are uniquely positioned to further capture and compound value for our shareholders over the long term. Our asset management business is diversified across strategies, geographies, and fundraising channels, which has allowed us to consistently raise capital and grow fee-related earnings across market cycles. Our strong positioning around the fastest-growing sectors, supported by long-term tailwinds, continues to drive meaningful growth across our business. Our wealth solutions business has grown to become a leading provider of retirement services and wealth protection products, built entirely with permanent capital from our balance sheet.
Our capital is perpetual and fully aligned with our policyholders, which allows us to make decisions with a singular focus on compounding value over time to deliver attractive risk-adjusted returns. Our operating businesses generate stable and resilient free cash flows. Each of these businesses is diversified across sectors and geographies and have largely contracted and regulated revenue streams that generate high cash margins. Today, our core businesses generate significant amounts of free cash flow and are supported by strong industry tailwinds and operating fundamentals. The reinvestment of these cash flows is centralized at the Corporation, where we have a broad perspective on investment opportunities and can therefore effectively allocate and reinvest capital to sustain and enhance long-term shareholder value. All of this is underpinned by our conservative balance sheet and ample liquidity.
Bringing all this together with our large-scale and perpetual capital base, diversified business model, disciplined approach to capital allocation, and strong financial position, we are set up to deliver 15% + total returns on a per-share basis over the long term. Now, let's turn to the past year. We had a very strong last 12 months, with each of our underlying businesses performing well and continuing to execute on their strategic plans. We delivered approximately $7 billion of total distributable earnings, representing a 36% increase from a year ago, demonstrating the continued growth of our franchise. Our asset management business benefited from strong fundraising momentum with more than $140 billion of capital raised. We continue to see strong demand for our private fund strategies, which have a leading position in the sectors driving long-term structural change.
Our wealth solutions business grew its asset base to $133 billion from a standing start just five years ago. The business continues to scale, benefiting from growth in its insurance asset base and the strong performance of its investment portfolio. Our operating businesses continue to deliver stable cash flows supported by their resilient and high-quality operating earnings. We also continue to have strong access to capital and remain committed to a conservatively capitalized balance sheet. Lastly, reflecting our commitment to drive long-term shareholder value, we returned more than $1.5 billion of capital to our shareholders, including over $1 billion from share buybacks, adding value to each remaining share. Returning briefly to highlights from each of our businesses, our asset management business delivered strong earnings growth.
We continue to see fundraising momentum across our flagship funds and complementary strategies, contributing to the more than $140 billion of capital raised over the past 12 months. Notably, we completed the final close of our fifth vintage opportunistic real estate strategy, bringing total commitments to $16 billion. With the final closes from clients in wealth and regional sleeves still ahead, the strategy is set to be our largest pool of capital ever raised for opportunistic real estate. Fundraising helped drive fee-bearing capital to $549 billion, representing a 20% increase over the last 12 months, which contributed to a 16% growth in fee-related earnings, reaching a record $2.6 billion. Our wealth solutions business continues to deliver strong financial performance, generating stable and growing long-dated cash flows.
Distributable earnings increased by 74% to $1.5 billion over the last 12 months, driven by the growth of the insurance asset base from strategic acquisitions and strong investment performance resulting from the progress we have made in repositioning the investment portfolio. We originated $17 billion of annuity inflows over the past year, bringing our total insurance assets to $133 billion, demonstrating significant growth in a few short years. Our strategy remains highly synergistic with the broader Brookfield ecosystem. Our goal is to operate with conservative leverage, source predictable liabilities, and earn up extra returns by drawing on our differentiated core competencies to invest in real asset credit and equity. This measured approach enables us to scale effectively while delivering 15% + returns on our invested capital. Our operating businesses continue to grow, generating resilient cash flows that compound in value.
We generated $1.7 billion of distributable earnings from our operating businesses, which have a proven track record of delivering strong risk-adjusted returns. Cash distributions from our renewable power and transition, infrastructure, and private equity businesses were supported by their strong operating earnings and underlying fundamentals. Our real estate business continues to benefit from strong demand for high-quality assets, which contributed to high occupancy and strong rental growth across the portfolio. Specifically, in our core portfolio, we delivered 3% growth in same-store net operating income, and occupancy levels remain high at 95%. As highlighted, the strong performance of our business has allowed our cash flows to scale over time. Annualized distributable earnings today are $3.40 per share, representing a 17% compound annual growth rate from $1.57 per share five years ago.
As and when we see a disconnect between the price and our view of the value of our business, we have and will continue to allocate capital to share buybacks. During the year, we returned more than $1.5 billion of capital to shareholders, with over $1 billion being returned by way of share buybacks, a record for a 12-month period. We continue to maintain excellent access to capital and a conservatively capitalized balance sheet. In 2024, we completed $135 billion in financings across our business, leveraging our deep relationships and demonstrating our strong access to capital. Today, we have a record $165 billion of deployable capital, which includes $5.5 billion of core liquidity at the Corporation. We continue to operate with a conservative balance sheet, and the Corporation remains to be rated A- or better.
With our significant liquidity and access to capital, our franchise is well-positioned to invest for value and execute on scale opportunities to create long-term value for our shareholders across all market cycles. Now that we've summarized the past year, let's look forward. We are well-positioned to grow our earnings on a per-share basis by 20% plus annually over the next five years. By doing so, we expect to generate significant free cash flow over the next five years. If we achieve the base plan before the positive impact of capital allocation, distributable earnings, or DE, will grow by 21% annually over the next five years. This would take our distributable earnings from $3.20 per share to $8.43 per share by 2029, in line with the plans that we laid out for you at our investor day in September of last year.
The increasing distributable earnings over the next five years is driven by growth across each of our core businesses. Our asset management business is well-positioned to grow fee-bearing capital to over $1 trillion by scaling flagship strategies, expanding complementary products, deepening our credit offerings, and broadening our distribution channels. Our wealth solutions business has a credible path to reaching approximately $300 billion in insurance assets as we continue to expand our product offerings, access new distribution channels, including larger bank platforms. We are also in the beginning stages of our international expansion, and we were recently granted a license to operate in the U.K., the first to be granted since 2007, where we plan to bring our track record of servicing policyholders. Carried interest is our hidden gem, and it is often overlooked.
As we execute our monetization plans across the franchise and return capital to investors, we will recognize substantial carried interest into earnings over the next few years, which turns into real cash for the Corporation. Lastly, by generating stable and increasing cash flows across market cycles, our operating business will continue to grow and compound in value. If we are successful, we will generate $47 billion of fee cash flow from our existing businesses over the next five years. We are focused on allocating and deploying our capital and this free cash flow wisely to maximize the net asset value of the company. To optimize the impact of the reinvestment of our free cash flow, we have a very disciplined approach to capital allocation that has been created methodically and meticulously over many years.
This approach has always been largely to distribute all free cash flow from our operating companies to the Corporation. Our role is then to effectively allocate and reinvest that capital across our businesses. At the Corporation, we have a uniquely broad perspective of the relevant investment opportunities and capital needs across our entire franchise. This allows us to reinvest with discipline and purpose, prioritizing areas where capital can generate the most attractive long-term risk-adjusted returns. This deliberate approach to capital allocation has been a key contributor to our ability to scale our business and to withstand economic cycles across the sectors in which we invest. This flexibility is one of our greatest strengths.
Some of the key focus areas for our capital include investing into and alongside our asset management business, which includes commitments to our private funds that have a proven track record of delivering excellent risk-adjusted returns, supporting the continued scaling of our wealth solutions business by reinvesting excess cash flows and strategically providing the business with growth capital, investing alongside our operating businesses in large transactions to increase returns and provide significant strategic value to the Brookfield ecosystem, recycling capital from our real estate businesses, and opportunistically allocating capital to share buybacks, especially when our shares trade at a significant discount to our view of intrinsic value. All of this is done while retaining sufficient liquidity to protect against downside risks and preserve financial flexibility.
To that end, capital allocation should contribute meaningfully to our growth in distributable earnings per share, adding roughly $1.34 of earnings over the next five years, increasing compound annual growth in earnings to 25%. In summary, we are focused on supporting the growth of each of our key businesses by optimizing synergies across the Brookfield ecosystem to drive enterprise-wide value creation, centralizing cash flow reinvestment and capital allocation decisions to further enhance returns, deploying capital on a value basis and delivering sustained returns to our investors, maintaining a conservative balance sheet and strong liquidity, and finally, positioning our business to deliver 15% plus total returns on a per-share basis over the long term. Thank you all for your time. That concludes our presentation, and I would now be pleased to answer any questions.
Mr. Chair, there are no questions to be addressed.
Thank you, Swati.
Ladies and gentlemen, I want to thank you for taking the time to join us today. I hope you found the meeting and management presentation informative. We truly appreciate your participation.