Ms. Kerrie Hayes reports

BROOKFIELD REINSURANCE SUBMITS PROPOSAL TO ACQUIRE AEL FOR $4.3 BILLION

Following close of markets on June 26, 2023, Brookfield Reinsurance Ltd. delivered a letter to the board of directors of American Equity Investment Life Holding Company (AEL) setting forth a proposal to acquire all of the outstanding shares of common stock of AEL not already owned by Brookfield Reinsurance for aggregate consideration of $55 per AEL share. All figures are in U.S. dollars unless otherwise noted.

As consideration for each AEL share, shareholders will receive $38.85 in cash and a number of Brookfield Asset Management Ltd. (BAM) Class A limited voting shares having a value equal to $16.15 based on the unaffected 90-day volume-weighted average price (VWAP) as of June 23, 2023, resulting in total consideration of $55 per AEL share, subject to adjustment in certain circumstances as set forth in the proposal.

Brookfield Reinsurance intends to acquire from Brookfield Corp. shares of BAM required to satisfy the non-cash consideration offered to AEL shareholders. Subject to this occurring, BAM's public float will increase by approximately 10 per cent, which is strategically important as BAM continues to broaden its shareholder base. Brookfield's interest in Brookfield Asset Management will decrease from 75 per cent to approximately 73 per cent. Accordingly there will be no net new issuance of shares of BAM, Brookfield or Brookfield Reinsurance and no dilution to BAM, Brookfield or Brookfield Reinsurance shareholders as a result of this transaction.

Brookfield Reinsurance will have the option to pay cash for the share portion of the transaction if the shares of BAM are trading below where they are trading at the current time such that the aggregate consideration per AEL share would be less than $54 per share. In this circumstance, Brookfield Reinsurance may elect, in its sole discretion, to pay the non-cash consideration in cash instead of utilizing BAM shares in the transaction.

The proposal represents a premium of 35 per cent to the closing price as of June 23, 2023, the last trading day prior to delivery of the letter, and a 42-per-cent premium to the 90-day VWAP as of the same date, in each case, for the AEL common shares.

Consistent with the AEL 2.0 strategy, Brookfield Reinsurance will continue to focus on meeting the needs of AEL policyholders and clients while delivering high-quality customer service. Brookfield Reinsurance intends to continue AEL's focus on alternative asset strategies and expects BAM will manage a significant portion of AEL's assets. As a result, AEL will gain access to BAM's leading direct origination platforms and asset management capabilities while maintaining its current high-quality bias and investment-grade focus.

Brookfield Reinsurance will increase its assets under management to approximately $100-billion upon closing of the transaction, and BAM will increase its overall AUM to approximately $900-billion through its asset management, wealth and insurance subsidiaries.

The proposal set forth in the letter is a non-binding expression of interest only. There is no guarantee that an agreement will be reached among the parties or on what terms.

About Brookfield Reinsurance Ltd.

Brookfield Reinsurance operates a leading capital solutions business providing insurance and reinsurance services to individuals and institutions. Through its operating subsidiaries, Brookfield Reinsurance offers a broad range of insurance products and services, including life insurance and annuities, and personal and commercial property and casualty insurance. Each Class A exchangeable limited voting share of Brookfield Reinsurance is exchangeable on a one-for-one basis with a Class A limited voting share of Brookfield.

About Brookfield Asset Management Ltd.

Brookfield Asset Management is a leading global alternative asset manager with over $825-billion of assets under management across renewable, infrastructure, real estate, private equity, credit and other. It invests client capital for the long term with a focus on real assets and essential service businesses that form the backbone of the global economy. It offers a range of alternative investment products to investors around the world -- including public and private pension plans, endowments and foundations, sovereign wealth funds, financial institutions, insurance companies, and private wealth investors. Brookfield Asset Management draws on Brookfield's heritage as an owner and operator to invest for value and generate strong returns for its clients, across economic cycles.

About Brookfield Corp.

Brookfield is focused on compounding capital over the long term to earn an annualized return of over 15 per cent for its shareholders.

Today, Brookfield's capital is deployed across three businesses -- asset management, insurance solutions and its operating businesses, generating substantial and growing free cash flows, all of which are underpinned by a conservatively capitalized balance sheet.

Brookfield employs a disciplined investment approach, leveraging its global reach and the scale and flexibility of its capital to identify proprietary opportunities to invest on a value basis. It then utilizes its deep operating expertise, based on its 100-plus-year history as an owner and operator of real assets, to grow cash flows and create value in each of its businesses to generate strong risk-adjusted returns across market cycles.

We seek Safe Harbor.