Plan of arrangement

At a joint special meeting of the unitholders of Partners Value Investments LP (the partnership) and warrantholders of Partners Value Investments Inc. (PVII) held on Nov. 9, 2023, all unitholders of the partnership and warrantholders of PVII approved a proposed reorganization by way of a plan of arrangement. The plan of arrangement was subject to the approval of at least two-thirds of the votes cast by the holders of all of the issued and outstanding equity limited partnership units, at least two-thirds of the votes cast by holder of Class A preferred limited partnership units, Series 1, Series 2, Series 3 and Series 4, voting as a single class, a simple majority of the votes cast by equity unitholders, excluding votes attached to certain equity units under the requirements of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, and at least two-thirds of the votes cast by holders of share purchase warrants of PVII.

The effect of the arrangement is to, among other things, amalgamate Partners Ltd. with PVII and other related entities, with the resulting entity to be named Partners Value Investments Inc. (Amalco), under a newly formed limited partnership named Partners Value Investments LP (New PVI LP). New PVI LP will have substantially the same capital structure and unit terms as the partnership.

The partnership obtained court approval of the plan of arrangement on Nov. 15, 2023.

Pursuant to the plan of arrangement:

• Each equity unitholder will receive substantially identical equity limited partnership units of New PVI LP for each equity unit held; holders of preferred units will receive substantially identical Class A preferred limited partnership units of New PVI LP for each preferred unit held.
• Holders of common shares of Partners Ltd. will receive, for each common share held, 3.24 new equity units and 0.26 of a new preferred unit, Series 1, of New PVI LP (and cash in lieu of any fractional units), which results in issuance of 42,770,070 new equity units and 3,432,166 new preferred units.
• Holders of share purchase warrants of PVII will receive one share purchase warrant of Amalco in exchange for each PVII warrant held, with the Amalco warrants being substantially identical to the PVII warrants.
• Each person who becomes a holder of new equity units will receive a distribution of freely tradeable shares of Brookfield Reinsurance Ltd. and Class A preferred shares, Series 1, of Amalco.

Substitutional listing -- units; substitutional listing -- preferred units; substitutional listing -- warrants; new listing -- preferred shares; halt -- warrants

Effective after the close on Nov. 24, 2023, the equity units (PVF.UN) will be delisted from the TSX Venture Exchange. The new equity units of Partners Value Investments LP (PVF.UN) issued pursuant to the plan of arrangement will be listed after the close on Nov. 24, 2023, and admitted to trading at the open on Nov. 27, 2023.

Capitalization:  unlimited number of new equity units with no par value, of which up to 70,671,149 new equity units will be issued and outstanding

Trading symbol:  PVF.UN (unchanged)

Cusip No.:  G6936M 10 0 (new)

Currency:  Canadian dollar (including trading currency)

Effective after the close on Nov. 24, 2023, the preferred units, Series 1 (PVF.PR.U), will be delisted from the TSX Venture Exchange. The new preferred units, Series 1, of Partners Value Investments LP (PVF.PR.U) issued pursuant to the plan of arrangement will be listed on and admitted to trading at the open on Nov. 27, 2023.

Capitalization:  unlimited number of preferred units, Series 1, with no par value, of which up to 18,767,027 preferred units, Series 1, will be issued and outstanding

Terms:  redeemable by Partners Value Investments LP through the payment in cash of a per-unit sum equal to $25 (U.S.), together with all accrued and unpaid distributions up to, but excluding, the date of payment or distribution, entitles to receive fixed cumulative preferential distributions at an annual rate equal to $1.125 (U.S.) per new preferred unit, Series 1, less any required withholdings

Maturity:  do not have a fixed maturity date and are not redeemable at the option of the holders of new preferred units, Series 1

Distribution rate:  equivalent to an expected 4.5-per-cent annual yield on the initial issue price of the new preferred units, Series 1

Trading symbol:  PVF.PR.U (unchanged)

Cusip No.:  G6936M 11 8 (new)

Currency:  U.S. dollar (including trading currency)

The preferred shares of Partners Value Investments Inc., a 100-per-cent subsidiary of Partners Value Investments LP (PVF.PR.V), issued pursuant to the plan of arrangement will be listed and admitted to trading at the open on Nov. 27, 2023.

Capitalization:  unlimited number of preferred shares, of which 70,671,149 preferred shares will be issued and outstanding

Terms:  may be surrendered for retraction at any time in exchange for $1 (U.S.) principal amount of a note issued by Partners Value Investments Inc. or Partners Value Investments LP. Each preferred share entitles the holder to receive quarterly fixed cumulative preferential distributions equal to four U.S. cents per preferred share and redeemable, on or after Nov. 27, 2028, and prior to Nov. 27, 2030, for a cash amount per preferred shares equal to $1 (U.S.) plus any accrued and unpaid dividends

Maturity:  Nov. 27, 2030

Trading symbol:  PVF.PR.V (new)

Cusip No.:  70214W 20 3 (new)

Currency:  U.S. dollar (including trading currency)

Effective at the open on Nov. 27, 2023, the warrants (PVF.WT) will be delisted from the TSX Venture Exchange. The Amalco warrants of Partners Value Investments Inc., a 100-per-cent subsidiary of Partners Value Investments LP (PVF.WT), issued pursuant to the plan of arrangement will be listed at the open on Nov. 27, 2023, and halted, pending confirmation of the final terms.

Capitalization:  53,603,849 warrants to be issued and outstanding

Terms:  Each warrant will entitle the holder thereof to purchase one exchangeable share issued by the Partners Value Investments Inc. for every five warrants held by such holder until June 30, 2026, at a price of $32.45 (Canadian) per share subject to adjustment based on the volume weighted average trading price of LP units on the TSX Venture Exchange using the 10 trading days preceding the arrangement effective date, which is contemplated to be Nov. 24, 2023. The exchangeable shares will be exchangeable for new equity units of Partners Value Investments LP at the option of the holder.

Trading symbol:  PVF.WT (unchanged)

Cusip No.:  70214W 11 2 (new)

Currency:  Canadian dollar (including trading currency)

A news release will be issued by the listed issuer prior to the market open on Nov. 27, 2023, and a subsequent bulletin will be issued by the TSX-V to announce the definitive terms of the warrants.

The listed issuer is classified as a holding company.

Corporate jurisdiction:  Bermuda

Transfer agent:  TSX Trust Company

Notice of distribution

As part of the plan of arrangement, Partners Value Investments LP will conduct the following distribution.

Distribution per new equity unit:  (i) one new preferred share (PVF.PR.V) of Partners Value Investments Inc.; (ii) 0.0100 of a Class A exchangeable limited voting share in the capital of Brookfield Reinsurance Ltd. (BNRE) (each whole share exchangeable for one Class A limited voting share in the capital of Brookfield Corp. (BN)); and (iii) 0.0961 of a Class A-1 exchangeable non-voting share in the capital of Brookfield Reinsurance Ltd. (BNRE.A) (each whole share (a) convertible into one Class A exchangeable limited voting share of Brookfield Reinsurance Ltd. (BNRE) and subsequently exchangeable for (b) one Class A limited voting share in the capital of Brookfield Corp. (BN)) per new equity unit

Payable date:  Nov. 27, 2023

Record date:  Nov. 24, 2023

Ex distribution date (1):  Nov. 27, 2023

(1) Special trading and settlement rules have been implemented by the exchange in connection with the plan of arrangement (please see the exchange bulletin dated Nov. 21, 2023).

For more information, please see the partnership's news releases dated Sept. 22, 2023, and Nov. 15, 2023, and the partnership's information circular dated Sept. 29, 2023, posted on SEDAR+.