Brookfield Corporation (TSX:BN)
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Sep 9, 2026, 4:00 PM EST
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ASM 2018

Jun 15, 2018

Frank McKenna
Chair of the Board, Brookfield Asset Management

Thank you. It's now 10:30 A.M. and time to begin the annual and special meeting of shareholders of Brookfield Asset Management. My name is Frank McKenna, Chair of the Board. It's my pleasure to chair this meeting. On behalf of the board and management, I'd like to extend a warm welcome to everyone who is here today, including those joining us online through our live video webcast. I will now call the meeting to order and would ask AST Trust Company (Canada) by its representatives, Tony Tacogna and Kay Harrison, to act as scrutineers. I will also ask our Chief Legal Counsel and Corporate Secretary, Justin Beber, to act as secretary of today's meeting. It's now my pleasure to introduce the members of management on the stage with me, Bruce Flatt, Chief Executive Officer, and Brian Lawson, our Chief Financial Officer.

Following the conclusion of the meeting, there will be a presentation from management. As outlined in our management information circular, there are five items of business on the agenda to be conducted. First, to receive the consolidated financial statements of the corporation for the fiscal year end of December 31st, 2017. Secondly, to elect directors who will serve until the next annual meeting. Third, to appoint the external auditors. Fourth, to consider an advisory resolution on the corporation's approach to executive compensation. Fifth, to consider a resolution approving an amendment to the corporation's escrowed stock plan. In connection with the business to be dealt with today, unless a shareholder or proxy holder demands a ballot, all voting will be conducted by a show of hands. In order to expedite the formal part of today's meeting, I've asked certain shareholders to move and second various resolutions.

Although this procedure will assist in the handling of formal matters, it is not intended to discourage anyone from speaking 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've asked the corporate secretary to keep a copy of the notice and proof of mailing with the minutes of the meeting. The minutes of last year's annual meeting of shareholders held on June the 16th, 2017, are also available should any shareholder wish to review them. Based upon the scrutineer's preliminary report on attendance, the secretary confirmed that there is a quorum present. I therefore declare the meeting properly constituted for the conduct of business for which it has been called.

Turning to the first item of formal business, I will now table the corporation's 2017 annual report to shareholders, which includes the corporation's consolidated financial statements for the fiscal year ended December 31st, 2017, together with the external auditor's report. Copies of our annual report have been mailed to shareholders who have requested the report and are also available here today. You would have noticed them at the back of the room or when you were checking in. The second item of business at our meeting today is to elect directors who will serve until our next annual meeting of shareholders. Before I introduce the nominees, I want to first note that one of our directors has decided to retire this year, David Kerr. David served for over three decades on our board and was also a long-time Brookfield executive, leading our natural resources business.

David has been an integral part of our growth and success as a company, I want to thank him for his many, many years of service on behalf of shareholders. I can tell you, as a Chairman, you could not ask for a better director; as a director, you could not ask for a better colleague; and as a community, you could not ask for a better citizen. Please, can I have a hand for David Kerr? It's now my pleasure to introduce the 16 director nominees standing for election this year. To assist you in identifying our directors, their pictures will be shown on the screen 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, Angela Braly, Murilo Ferreira, Rafael Miranda, Youssef Nasr, Seek Ngee Huat, Diana Taylor, and myself.

The eight nominees for election by the holders of the corporation's Class B limited voting shares are Jeff Blidner, Jack Cockwell, Marcel Coutu, Bruce Flatt, Robert Harding, Maureen Kempston Darkes, Brian Lawson, and Lord Gus O'Donnell. 15 of the 16 proposed nominees were elected at our last annual meeting in June 2017 and are standing for election today. We're also delighted to have Brian Lawson standing for election for the first time this year. Brian, as you know, is the Chief Financial Officer of the corporation, and he's going to continue to provide financial leadership as our CFO. We look forward to Brian's contribution as a director for many years to come. Information on all 16 director nominees are set out in our management information circular, which was posted on our website for shareholder review and is available from the company upon request.

The meeting is now open to receive nominations for the election of the proposed directors.

Claire Holland
Communications and Media, Brookfield Asset Management

I'm just going to speak loud. Oh, there we go.

Frank McKenna
Chair of the Board, Brookfield Asset Management

That's good.

Claire Holland
Communications and Media, Brookfield Asset Management

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 May 1st, 2018.

Frank McKenna
Chair of the Board, Brookfield Asset Management

Thank you, Claire.

Ramy
Shareholder

Mr. Chair, I second the motion.

Frank McKenna
Chair of the Board, Brookfield Asset Management

Thank you, Ramy. Are there any further nominations? Are there any further nominations? 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. Ladies and gentlemen, many of our directors are with us here today, in the front rows and wearing name tags. I hope you'll have an opportunity to meet and talk with them after the meeting over some refreshments. The third item of business 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.

It's now in order for someone to move the resolution.

Ramy
Shareholder

Mr. Chair, I move that Deloitte LLP be appointed the external auditor of the corporation until the next annual meeting, and that the directors be authorized to set the remuneration.

Frank McKenna
Chair of the Board, Brookfield Asset Management

Thank you, Ramy.

Claire Holland
Communications and Media, Brookfield Asset Management

Mr. Chair, I second the motion.

Frank McKenna
Chair of the Board, Brookfield Asset Management

Thank you, Claire. The resolution has been moved and seconded, the motion is now before the meeting for discussion. 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 66% 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 the vote on the motion by a show of hands. All those in favor, please raise your right hand. All those against. Thank you. I declare the motion carried.

Fourth item of business 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 effort to both meet its corporate governance obligations and ensure a high level of shareholder engagement. Because this is an advisory vote, the results will not be binding upon the board, but I can guarantee you that the board and 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. It's now in order for someone to move this resolution.

Claire Holland
Communications and Media, Brookfield Asset Management

Mr. Chair, I move that the advisory resolution accepting the approach to executive compensation described in the Management Information Circular, dated May 1st, 2018, be approved.

Frank McKenna
Chair of the Board, Brookfield Asset Management

Thank you, Claire.

Ramy
Shareholder

Mr. Chair, I second the motion.

Frank McKenna
Chair of the Board, Brookfield Asset Management

Thank you, Ramy. The resolution has been moved and seconded, the motion is now before the meeting for discussion. Adoption of this motion requires the favorable vote of a majority of the Class A limited voting shares. Management has received proxies representing approximately 63% of the corporation's Class A limited voting shares, these proxies direct me to vote approximately 92% of the Class A limited voting shares in favor of the resolution. I will now call for the vote on the motion by show of hands. All those in favor. Thank you. All those against. I declare the motion carried. The fifth and final item of business today is the approval of an amendment to the corporation's escrowed stock plan, which is set forth in greater detail on page 22 of our Management Information Circular.

The escrowed stock plan amendment is designed to enable the plan to operate more efficiently by preserving the right to allocate future grants of escrowed stock from Class A shares that would otherwise have had to be canceled. This was a technical glitch in our plan. Correcting it in this way will not be dilutive to shareholders. It's now in order for someone to move this resolution.

Ramy
Shareholder

Mr. Chair, I move that the resolution approving the amendment to the escrowed stock plan described in the Management Information Circular, dated May 1st, 2018, be approved.

Frank McKenna
Chair of the Board, Brookfield Asset Management

Thank you, Ramy.

Claire Holland
Communications and Media, Brookfield Asset Management

Mr. Chair, I second the motion.

Frank McKenna
Chair of the Board, Brookfield Asset Management

Thank you, Claire. The resolution has been moved and seconded, and the motion is now before the meeting for discussion. 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 shares and Class B limited shares, voting as separate classes. Management has received proxies representing about 63% of the corporation's Class A limited voting shares and 100% of Class B. These proxies direct me to vote over 85% of the Class A limited voting shares and all of the Class B voting shares in favor of the resolution. I now call for the vote on the motion by a show of hands. All those in favor. Those opposed? I declare the motion carried. Ladies and gentlemen, that completes the formal business of today's meeting.

Is there any other business from the floor before we proceed to a question and answer period? Thank you. Since there's no other business, I declare the meeting terminated. That the meeting has concluded, Bruce Flatt will be leading a presentation on behalf of the management team. At the end of that presentation, we will be available to respond to any questions or comments you might have. Please note that in responding to questions, talking about our initiatives and our financial and operating performance, as usual, we may make forward-looking statements. These statements are subject to unknown risks, and future results may differ materially. For further information on known risk factors, I would encourage you 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 kindly ask that you limit your questions or comments to three minutes or less so that we can engage with as many shareholders as possible. If you would feel better in raising your question with management or directors informally after the meeting, we're all available to speak with you directly. Ladies and gentlemen, if there are no further questions or comments, I would like to introduce Bruce Flatt to lead management presentation.

Bruce Flatt
CEO, Brookfield Asset Management

Thanks, Frank. Thank you. Good morning. Thank you, Frank. Just before I start or as I get started, there are some chairs in the front here. If anybody in the back wants to use them, they're available. I won't be offended if you walk up while I'm speaking. Thank you all for joining this morning, and we have a short presentation just to take you through a few things about the business. There's really three things that we thought that we could do today to try to impart information to you about the company. The first one is really just to review the overall business and what's happened over the last 12 months since we last had a meeting. Secondly, to talk about what's really going on in real asset allocations globally, which is the big thing that's driving the business today.

Third, just leave you with the priorities that we have for the overall company. Starting with the review. Over the past year, there's really four things that we achieved. Number one, we continued to raise capital from external parties, and we raised $20 billion of fee-bearing capital. Two, we launched fundraising for two of our flagship series of funds, and those are in the market today, and I'll talk about those in a minute. We achieved strong returns for our clients and therefore, the important thing for everything in our business. You can talk about all the things in fundraising, all those things, but at the end of the day, if we don't earn proper returns for our clients and you investors don't come back. So we're very laser-focused on that.

Lastly, we did put $16 billion of capital to work during the year into our funds. We think those will be exceptional investments longer term. On fundraising, total fee-bearing capital increased to just over $127 billion and continues to grow with fundraising we're doing now. I'd say it's a very strong market for fundraising globally within our funds. With respect to our flagship funds, our last real estate fund was $9 billion. We started fundraising late last year. We've raised $10 billion to date, and that fund will be quite a bit larger than that when closed. Our private equity fund, our last fund was $4 billion. We're currently in the market with a $7 billion fund, and it will be larger than that when closed. Our infrastructure fund, our last fund was $14 billion. We closed it about 12 months ago.

We're currently investing that fund. We expect that late this year, early to mid next year, that we'd be invested the large proportion of that fund and will be in the market for our following fund. It should be larger than the $14 billion fund. In response to investor demand, in addition to those three flagship funds, which as you know, we invest capital from our own balance sheet in, and we have institutional clients in. There are other products which many of our institutional clients want us to have for them, and the two main focuses of those over the last 18 to 24 months have been perpetual core product funds. Assets which we can hold in perpetuity for clients. They can earn a lower return, but much lower risk, and they can hold them for very long durations.

Really, these are more fixed income alternatives than our opportunistic investments. Second, we've created a number of credit funds which offer mezzanine credit or a little higher yielding credit to institutions, again, to outperform fixed income that's normally in their portfolio. We continue to see increases in allocations to those and scale out those products. What that's allowed us to do is the returns we have, the marketing that we've been doing, the fundraising we do has continued to grow the franchise and the number of institutions we deal with. If you look back in 2015, we dealt with 280 institutional and sovereign clients in the world. Today, in our funds is about 515. That continues to grow as we close our larger flagship funds, and we expect that in the next five years, that will grow to in the range of 1,000.

It's probably longer term, not much more than that that we will deal with, because that's most of the major institutional and sovereign clients in the world that allocate significant sums of money. That's sort of the goal for the five-year target for the business. What that's allowed us to do is to continue diversify the investor base. Why that's important is that sometimes areas of the world allocate money in one direction or the other. For example, China today is allocating less money to foreign jurisdictions than they were three years ago. Oil has started to come back and Middle Eastern institutions are back investing, putting more capital into real assets. Having diversification across fundraising is an extremely important thing for a large franchise such as ours. As important to that is putting the money to work that we have within the franchise.

We invested $16 billion last year. A disproportionate amount relative to the overall company of this series of investments or last year's investments went to South America, and specifically that was Brazil, Colombia, and Chile. The reason for that is because they were under significant stress, and one of our great competitive advantages to allocate capital to places where we have expertise, and there is less capital available. That just happened to be in Brazil in the last 24 months. All of that during the year led to some pretty impressive statistics which won't happen every year within this business, although the trend has been pretty good. Fee-bearing capital went up by 12%. What that leads to is to an increase in our fee-related earnings because there's a compounding effect on that. They went up by 56%. Our overall business, including carry, went up by 20%.

Our FFO or cash flow from operations as generated out of the business went up by 34%. The amount available for distribution to you as shareholders went up by 53%. We gave you a $0.01 increase in your dividend. I know you probably wanted a little more. The underlying cash flow is there for you. If we all decided that we should pay it out, we could. We just choose to instead keep it in the business, reinvest it, and in fact, in this environment, make the company more conservative, because at some point in time, that money is going to be able to be put to work in a very effective fashion for you. The cash keeps growing and building up.

The second part of the story, I guess, in Brookfield is really the real asset allocation sector, which is really the sector that we fit into as a global investment business. If you are invested in the stock market and you invested in passive securities for the past 20 years, in fact, you earned a 7% return. Which looking at interest rates today is actually a pretty good return. If you invest in real assets, which is what we do, and we're a proxy for that, you earned a 16% return over that 20-year period. The point being, if people and institutions look at real asset investing and they look back, you can see why many of them want to invest into it. That's really what the story is with respect to the allocations.

There's five reasons why we, you, and institutional investors actually want to do this. Number one, they can earn good cash return yields. As all of you know, that's a tough thing to do today in the market. Two, many of these assets are contracted for long durations, therefore, the risk of declining cash flow is lower. The cash flows generally either contractually increase or if the economy is getting better, they adjust on a real return basis. They're a quasi inflation protector and therefore the economy getting better is actually good for many of these assets. The private nature of them actually makes them less volatile. Institutions put them into accounts. They don't have to mark them to market every day. Often, stock prices moving up and down confuse people as to the underlying value of what's underneath it.

The private nature of what we do for clients is important for them in their portfolios. Lastly, the returns for what we do are very attractive for these institutional clients. That's an important thing for them. For us, as a manager of these assets and offering those products to institutional clients, what's really important are the next two slides. In 2008, institutional capital globally was $23 trillion. Today, that number is approximately $43 trillion. By 2025, because of inflows into funds and sheer compound growth. As you know, when numbers get big, they get exponentially bigger. That number will grow to $80 trillion. The numbers and the institutions we deal with, just the sheer size of capital is getting bigger.

More important than that, though, if you look back to 2000, when we started doing this for institutions, the real asset allocation by them was in the 5% range, 5% times $23 trillion. Today, it's around 25%. We expect that to grow to 40%. Not only are you getting the pie getting bigger, but the percentage of that pie going to what we and others like us do is increasing. That's really the secular trend that is happening. The question we often get from people is, "That's all great if you think of the past, but what about the future, especially if interest rates are going up?" I'd make two comments to that. The first one is, interest rates are going up, but they're going up modestly compared to where they have been for the past 25 years.

We don't think we're in an environment that you're going to see a very large increase in interest rates. The U.S. federal government is increasing the short rate. The long rate isn't going up, and maybe you'll see a 4% treasury in the United States for 10 years, but maybe you won't. Irrespective of that, even if that occurs, or even if 5% occurs, the returns that we can earn are far greater than that for our institutional clients, and we think therefore they still need that. As important, as I mentioned earlier, many of the things that we do actually benefit by the economy getting better. The only reason interest rates will go up is if the economy in the United States is doing better. If it is doing better, our assets do better and the cash flows increase.

Therefore, that's actually good for the things that we do. We think the environment that we're in actually is pretty positive going forward or very positive going forward, and we should be able to continue with the business and clients will continue to allocate money to us. Part of the reason for that is that our competitive strengths we have. We've invested your money over a long period of time to build these competitive strengths so that we can put your money to work and actually earn the proper returns on the capital. That really comes down to the fact that we've been around a long time. We have very large numbers of people. We've spent the time, money, and effort to build the governance at the highest standards you could in the world.

We're among the largest at what we do, therefore our scale gives us competitive advantages. We're in many places around the world that we've chosen to be in, we can take ideas that come up and turn them into actions because of being in those places. Our track record is good when you look at our funds and people underwrite them. Therefore, even if an institution hasn't dealt with us for 10 or 15 years, they can underwrite our track record, and often will come with us because they can see what others have earned. Part of that is because of the business that we have and the people we have. Our business today is about 80,000 operating employees. It's about 1,000 people in our investment manager.

We spend a lot of time making sure that the people grow with us and we can manage the operations we have. There's really three ways that we offer products to our clients. The first one is our listed partnerships. Some of you may own them from when we spun them off or when we offered them into the markets, but we have about $56 billion of listed partnerships, which is our renewable infrastructure property and our business partners' companies. We have all of our private funds, which are growing significantly, but today have about $56 billion in them, and our public securities business, which does the same things that we do in private, we do in the listed securities market. That all totals up to the north of $125 billion of capital.

I guess we believe that as we're headed to very large sums of money, we have built the backbone to be able to grow the business and ensure that we can capitalize on the things that are going on. Really that comes down to two things. It's governance and the compliance we have to make sure we can take care of the people we take capital from, and it's servicing them. It's one thing to earn the returns. The other is we have to take care of our clients. As important as that is that we continue to find opportunities to put money to work.

Probably the second question we often get from investors is, "In the environment with all the capital that's out there, how do you make sure that you can put money to work properly, and not make stupid investment decisions when there's lots of money around?" We continue to find opportunities. We invested $1.5 billion into a renewable portfolio. This year, it was two companies that their parent had gone into bankruptcy. It's an exceptional transaction, and it was only available to us. Because of a number of things that we had: size, capability, operating ability, and ability to buy something out of bankruptcy. We are in the midst of buying a company called Westinghouse for $4.6 billion out of bankruptcy. We hope to be able to get approvals to do that the next couple of months.

This was bought out of a bankruptcy court in the U.S., with a very unusual situation. Obviously, available to everyone, there's not that many people that could go through the things that we did to be able to put this company under contract. We have a very large business, as I've mentioned here before, in India now. We bought a $900 million portfolio of office retail buildings. In fact, we bought a whole township, all of the retail and office buildings in a whole area of India, of Bombay. We bought a gas distribution company in Colombia. We recapitalized a marine services company. They own floating platforms that once oil has been drilled, it has to be refined when it comes out of the ground, then it gets put into a pipeline.

Those platforms, this company rents the platforms to the oil and gas companies. They got in a little financial trouble, so we invested $750 million to really just complete the program with contracted revenues out the other side. That type of situation is something that we can do and others often can't. We recently bought a student housing portfolio. We've invested GBP 520 million, all of that in the U.K. We're just in the midst to expanding that business into Europe. We'll continue to grow that business. We have 25,000 beds today. We're continuing to grow that business. A lot of that, I guess those investments really come down to the fact that the track record is paramount to the franchise.

The good news is, if you look back over the duration of our funds in the private side, the returns have been excellent, and this includes the financial crisis. I guess those sell very well when we're out talking to institutional clients. Lastly, I thought I'd just talk about our five priorities for the next 12 months, really. If you sum up a whole business of what we have, there's really five things that we're trying to do as an overall business. Number one, as mentioned, we're very focused on the returns and the businesses we have and enhancing the returns that we have of the businesses that we own. Number two, we have to make sure we always take care of our clients, and we're the best, if not among the best, of servicing and taking care of those clients.

We need to source transactions to put capital to work. We currently have $22 billion of dry powder. There probably will be $10 billion or $15 billion added to that in the next while. That will be $40 billion of capital that we have to put to work over the next while. We need to make sure we find proper investments for that. We're planning on doubling the size of the overall private funds business in the next five years. Of course, it's very important to us to make sure that our listed issuers trade properly. The markets are the markets, but over the longer term, we need to make sure that the intrinsic value of each of those businesses is brought to bear in the capital market, or we need to do something else. We're very focused on that.

With that was really the presentation I wanted to give you. If there are any questions, Brian, Frank, or I would be happy to take anything.

Frank McKenna
Chair of the Board, Brookfield Asset Management

Thank you, Bruce. Go ahead.

Speaker 10

Hi. I don't know if this is on. You turn it on, or does it come on somehow?

Bruce Flatt
CEO, Brookfield Asset Management

It's on.

Frank McKenna
Chair of the Board, Brookfield Asset Management

We can hear you.

Speaker 10

Okay, thanks. I had actually two questions, and my curiosity is probably going to be the first question. Do the current NAFTA negotiations and the approach to trade in the U.S. at the moment, given the government's approach in the U.S., have any effect on the company? Recognizing that most of the activity you're in is not related to goods, it's related to services and real estate. It is a curiosity just to know your feedback on what your view is on how things are affecting your business, if they are or they are not.

Bruce Flatt
CEO, Brookfield Asset Management

I might answer just specifically for Brookfield. My Chairman, Mr. McKenna, who's an expert in all these things, he may want to say something generally.

Speaker 10

Some background in that.

Bruce Flatt
CEO, Brookfield Asset Management

I only run the business. I have no political views or comments. I'll just say your comment up front is really the most important thing to us. We don't really trade over borders. Some of our businesses do, but not really. What affects us is rule of law in a country, a proper environment to do business, and can we get our money in the country and back out. NAFTA really has no effect on that. I'd say none of the trade issues going on in the world have any effect on that. It affects everyone, but it doesn't really directly affect us in any material way.

Speaker 10

Okay. Thank you. Can I have one more question? This one is about investor days. Brookfield has an investor day in the U.S. in September. Investor days are certainly an opportunity to hear, as today, the company's forward-looking view of the business they're in and how things can transform the company or grow it. My question is two parts. One is, does Brookfield have investor days in Canada? Some companies who have investor days have them open to all shareholders. Some companies choose to have institutional investors only. The second part of that question is, if you are having investor days in the U.S. or if you have them in Canada, are they open to all shareholders, just institutional? Is there a potential for investor day in Canada as well as the U.S.? Thank you.

Bruce Flatt
CEO, Brookfield Asset Management

Thank you. Firstly, our investor days or anything we do is open to everyone. We do have an event in New York each year. We've done it for quite a while. In New York, we invite anyone that wants to attend, and many people from Canada do attend. Just as a first comment. I'll come to the second part in a minute. It's open for everyone. What we ended with, and I don't know whether it's the right answer, Brian and I will think about it because you asked, but what we decided years ago was that we hold the annual meeting here, and we talk to people this way here once a year at this time. We have an event in September in New York, and we do that with, I'll call it our U.S. investors. That's how we decided to do it.

That's not to say that we couldn't have another one in Canada if we or people thought it was relevant. I'd say we don't want to overstay our welcome. We'll do whatever people like or want, and we'd be pleased to do it. We thought that's how we would split it up.

Speaker 10

I'm sure that people appreciate that you do have your investor days in Toronto, which for Canadians and for those of us who live in Toronto, is very convenient. Not every company has their annual meetings here that we own shares in. Thank you for that. There is information, of course, in the annual meeting that's of interest to investors looking ahead, as you have already described. Thank you.

Bruce Flatt
CEO, Brookfield Asset Management

Thanks.

Paul Durin
Shareholder

Question. Hi, I'm Paul Durin from Burlington, shareholder. I'm a little confused. RioCan has just said that they have let all their U.S. retail go because per square foot, per 1,000 people, there's a huge surplus compared to Canada. I think H&R REIT has made a similar decision. They're out on a good chunk of their retail. Then you people decide that General Growth Properties is something that you have increased your position in substantially. Can you identify or tell me why there are these contradictions here?

Bruce Flatt
CEO, Brookfield Asset Management

Do we have two hours? Here's what I'm going to say. First, I won't make any specific comments on H&R or RioCan. They're both good companies. They have strategies, and they've decided to do what they do. I won't make any comments on their strategies. What I will say is our business is really about investing in assets that we feel will stand the test of time. When we can earn exceptional value in the longer term is when we can identify things where capital is unavailable and opinions are different than what we have. Usually when that occurs, we can invest with a significant margin of safety or at exceptional value. Our view is that over a very long period of time, retail in the U.S. will be fine. In fact, the very strong centers will get better.

It's not a short-term game. The reason why we're taking General Growth private is it's very possible that the company, as constituted today, which we own 40% of, would not actually be able to do the things that we're going to do with the business. If it did the things that it should do, the stock price might be lower two, three, five years from now. Because what we are going to do is redevelop very significant amounts of the real estate, which probably means the FFO is going down, which means that the stock price won't trade very well for five years. Five years, 10 years, 15 years from now, we think the values will be very significant. That's why we're doing it. Our circumstances may be different.

Our view is that online retail and retail will merge over time and that good retail will do well. There is significant amounts of retail that won't do well, and one just needs to choose between those and have the skills.

Paul Durin
Shareholder

Okay, I've got another question, but I'll let that other gentleman go ahead.

Eid Atia
Shareholder

Hi, my name is Eid Atia. I'm a shareholder for 20 years almost. First of all, I should say to ask the shareholder to give a hand to Bruce, because he's been directors and the big boss since 2001. Big hand. Secondly, what's the chance for having Brookfield Asset Management split 2 for 1? That's the first one. The second one, what the chance of increasing this dividend from 1.5% return to little higher? Maybe it will help some senior like us, because we are not anymore just investor.

Bruce Flatt
CEO, Brookfield Asset Management

I guess a favorable comment. You need a dividend back. Is that what it is?

Eid Atia
Shareholder

Well, no. Increase the dividend because some of us have the shares to bring dividends and income.

Bruce Flatt
CEO, Brookfield Asset Management

Okay. Look, thank you for the comment. Being more serious. We have a habit of just keeping our stock in range of Not having it go. Some people have a view you should have just let the stock go and never split it. We actually sort of haven't done that in the past. We've always generally split the stock at a certain time. At some point in time here when it's right, in the market, we probably will split the stock. That's been our past practice, and I don't think that'll change in the future.

As to the dividend, look, part of the reason we spun the partnerships out. We gave them to our shareholders, starting them. We told people what we were doing with them and advised them that if they wanted dividends, that was a good place to invest excess cash or to hold those shares because the partnerships below pay out very significant dividends. We can, as I said earlier, we can pay a greater dividend out of Brookfield. We have very significant amounts of cash coming in. Far, we've just decided that having cash available when opportunities come around and being as strong as we possibly can and having a fortress balance sheet up top is really important. We've chosen not to.

It's not to say that we couldn't or we shouldn't. We consider it always and often. At some point in time, maybe that's what we'll do with the business. Today, we've just been accumulating the cash and think that's the right thing for the business.

Eid Atia
Shareholder

Thank you.

Paul Durin
Shareholder

Okay. I'd like to have you talk about Hudson Yards, the real estate development on the West Side of Manhattan. I read somewhere that these buildings will be right up to date, computers, and they will be very attractive to Manhattanites. The existing stock of high-rise buildings, office buildings, are starting to get quite old and not what is wanted. How far away is Hudson Yards fully developed? Also, what piece of Brookfield is that? Brookfield Property Partners?

Bruce Flatt
CEO, Brookfield Asset Management

Yeah. What is being referred to is in Brookfield Property Partners. We own a very large site, between Ninth and Tenth, 31 and 33 in New York City. We're building just under 9 million sq ft of space. About 4 million is complete, 2.5 million is under construction, and there's one further building to be completed in the future. These are among the best properties located in a great emerging area. It will be a phenomenal development when completed. The biggest building we have under construction today is a 2.2 million sq ft building. We're now almost 100% leased, and it will be completed, I think, the end of next year.

Paul Durin
Shareholder

Okay. It's about half done now, the whole complex. Is that right?

Bruce Flatt
CEO, Brookfield Asset Management

It's probably more than half done.

Paul Durin
Shareholder

Okay.

Bruce Flatt
CEO, Brookfield Asset Management

It's probably 65% done.

Paul Durin
Shareholder

Yeah. Okay. What % of Brookfield Property Partners is Hudson Yards?

Bruce Flatt
CEO, Brookfield Asset Management

The specific name of the project is Manhattan West. It's in the Hudson Yards area. I'm going to say, Brian, when done, that development's worth $14 billion. It has debt on it, so it's probably 10%, between 5% and 10% of the equity capital of Brookfield Property Partners. As you know, we're a very large real estate investor, and we're very diversified. These are very large things. It'll be important for the company.

Paul Durin
Shareholder

Yeah. I'm surprised that it's only 10% of Brookfield Property Partners.

Bruce Flatt
CEO, Brookfield Asset Management

This is a big company.

Paul Durin
Shareholder

Yeah.

Bruce Flatt
CEO, Brookfield Asset Management

Thank you.

Paul Durin
Shareholder

Sure is.

Bruce Flatt
CEO, Brookfield Asset Management

Thank you.

Paul Durin
Shareholder

Thank you very much.

Mary Savona
Shareholder

Hi. I'm Mary Savona. I'm a retail shareholder. Before I ask my question, I do want to comment on the previous gentleman. I did attend Investor Day in New York, and I appreciated very much the opportunity as a retail investor to attend it. Onex has completely refused to allow retail investors to attend their Investor Day.

Bruce Flatt
CEO, Brookfield Asset Management

Okay. You're welcome anytime.

Mary Savona
Shareholder

Thank you very much. As a professor of finance, I'll tell you that those presentations are integrated into my lessons, and they went a long way. My question is regarding the last point on the previous slide when you mentioned the valuation of your publicly traded partnerships.

What are you planning to do, if anything, to ensure that those valuations properly reflect the value of the underlying businesses? When I did attend Investor Day, the possibility of converting your property partnership to a trust was mentioned. I'm reading commentary from institutional investors who see some of your funds as being fixed income proxies. Given the fact that interest rates are rising, they are reducing some of their holdings. You mentioned, I think you made a persuasive argument about the fact that you would perform even in a rising rate environment. Is there anything in terms of changing the structure of your partnerships or marketing that you might undertake?

Brian Lawson
CFO, Brookfield Asset Management

Sure. Hi, it's Brian. Thanks for that. There's a number of things that we can do, and we've talked about a number of them over the years. I think fundamentally, the most important thing for us to do, with the listed partnerships, is to continue to demonstrate that we can grow the underlying cash flow of the FFO in the business, and then translate that into increasing distributions to stockholders, to unit holders. That's generally been the pattern for the listed issuers in the past and has resulted in strong performance. I think fundamentally, that's the most important thing. If over time there are changes, either in capital markets, whatever, we're always open to working with the structures to ensure that they work the best for the unit holders and for the underlying business. We think we've got the right balance of that today.

We don't have any thoughts about changing in the future. I think, again, the fundamental thing is growing the cash flows, increasing the distribution flows, and from management's perspective as well, just ensuring that we're always out there talking about the business, ensuring that people can understand, effectively what's going on in them. I think it's, I'll say it's keeping the course.

Bruce Flatt
CEO, Brookfield Asset Management

The only other thing I'd add is the one that in the last couple of years hasn't performed as well is the underlying values keeps growing, and it hasn't performed up to the underlying value is our property partnership called Brookfield Property Partners. I think it's three things. It's the many of the securities in the U.S. are trading down just because that perception of interest rates and a fixed income alternative. It's not, but it's a perception, and sometimes that's the case. Second, we're doing this large transaction with GGP, and that's weighed down on the stock. I think once we're through that and we've cleaned up the company, there's many things that we can do to address it.

We're very cognizant of the underlying values of the business, and over time, it'll never be perfect at any one point in time, but over time, we try to make sure that they trade at underlying value.

Brian Lawson
CFO, Brookfield Asset Management

Okay.

Bruce Flatt
CEO, Brookfield Asset Management

Are there any other questions?

Brian Lawson
CFO, Brookfield Asset Management

Bruce.

John Flanagan
Shareholder

Oh, sorry. Good morning. My name is John Flanagan. I'm a shareholder. I've read through the annual report and the circular from cover to cover. I just wanted to congratulate you and your team again, Mr. Flatt, for another very good year. I wanted to mention that I actually increased my position in the company this week. I want to thank you for-

Brian Lawson
CFO, Brookfield Asset Management

Thank you

John Flanagan
Shareholder

for some of what you've done. I remember a few years ago when I attended my first shareholders' meeting after having held the stock from way back when. I was actually going in through and cleaning out my office and came across an annual report from Brascan.

Brian Lawson
CFO, Brookfield Asset Management

Yeah.

John Flanagan
Shareholder

No, I've liked what you've done and how you've done it and the structure you've set up, and that's why I've increased my position. Thank you very much.

Brian Lawson
CFO, Brookfield Asset Management

Thank you.

Bruce Flatt
CEO, Brookfield Asset Management

Are there any last questions?

Speaker 10

Bruce, from time to time, executives have mentioned technology and venture aspects of investments they might make along with the real estate, or the, sorry, the real asset investing. Would you like to comment on how progress might have been made in that area?

Bruce Flatt
CEO, Brookfield Asset Management

Yeah. I'd say twofold. First one is, we're not major technology investors. What we try to do in every business we're in is to get smart on what's going on with the future of the businesses that we're in. Probably the biggest one that's been affected that we're in in a significant way is our renewables business. The cost of solar and wind have come down dramatically over the past 10 years. On the negative side, that's affected some of the pricing of assets that we had. On the positive side, it's created an unbelievably large business and investable universe for us, which never was there before. We think that's a very exciting thing. Specific to investing into new technologies, we did, which some of you may know, create a small technology investing group.

We put $200 million of our own Brookfield capital into it to start off with. We hired a team in Silicon Valley, and we're making investments revolving around real assets. Anything that we can benefit from or they can benefit from having access to our franchise. We're trying to participate in. We're doing that today, and it's literally just been over the last six, nine months. I think it could become very significant over time, but we'll have to see as we go along.

Speaker 10

I guess that question was very similar to what I was just going to bring up. I was wondering if we have a chief innovation officer. I think you may have covered that slightly, but in line with that question, I wanted to have a follow-up with that. In terms of looking into the future for, say, projects that have been successful in other countries or other jurisdictions that have, let's take the U.S., for instance. Instead of coming in and waiting for something to be faltering, and then we come in and invest in it, how about initiating an idea or initiating a concept? Example, high-speed rail. It exists in China and Europe, but it doesn't exist in the U.S. I just want to see if you can elaborate on that. Thank you.

Bruce Flatt
CEO, Brookfield Asset Management

Thanks for that. I would say there's two ways to invest, momentum and value. I would say while we build our businesses, I wouldn't call us momentum investors. Often when things are doing really well and lots of people are putting money into them, we can't understand the metrics. If they're growing fast, we usually can't understand the metrics, and we usually like to wait for value. That's generally how we invest, and we've just found that that's the type of thing we do well, and therefore we stick with it. We've just never been very good momentum investors, and therefore we continue to stick with value. From time to time, we do Greenfield investments, which I'd put your high-speed rail in that. Although, usually they're new investments around things that we do, as opposed to totally new.

What the problem with totally new is the attendant risks that come along with it being the unknown things that can come through construction, the unknown things that can come with regulatory regimes, and those type of ramifications often can be very risky and you can lose a lot of money. What really hurts is losing a lot of money. It hurts in many ways, but it's tough to get back from zero, and therefore we'd rather earn less on the upside and not take those type of big risks. While we do add on Greenfield, Brownfield investments around our assets, we've never been huge speculators on new things. We'd rather wait for the second or third person to test it out, and often you lose a little bit, but the risk you take is a lot less.

Frank McKenna
Chair of the Board, Brookfield Asset Management

Okay, well, thank you. Ladies and gentlemen, if there are no further questions or comments, I'd like to thank you for taking the time to join us today in person and online through our webcast. We appreciate your participation. Management always enjoys an opportunity to have this conversation with shareholders, and I hope that you found the meeting to be informative and have had your questions answered. I repeat, a lot of us will be here afterwards if you want to say hello, and if you want to speak privately about things that you care about. With that, a big thank you to all who took time out of their very valuable schedule and came here today to spend it with us. Appreciate it. Thank you.