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| communication, as the case may be, shall be sent forthwith to such Holder or Holders. (c) If any notice, cheque, invitation for tenders or other communication from the Corporation given to a Holder of Series 53 Preference Shares pursuant to paragraph(b) is returned on threeconsecutive occasions because the Holder cannot be found, the Corporation shall not be required to give or mail any further notices, cheques, invitations for tenders or other communications to such shareholder until the Holder informs the Corporation in writing of such Holder’s new address. 12. Interpretation 12.1 Definitions For the purposes hereof, the following capitalized terms shall have the following meanings, unless the context otherwise requires: “2055 Subordinated Notes” means the 6.300% Fixed-to-Fixed Reset Rate Subordinated Notes due January 15, 2055 of BFI. “Automatic Exchange Event” means an event giving rise to an automatic exchange of the 2055 Subordinated Notes, without the consent or action of the holders of such notes and pursuant to the terms and conditions of the Indenture, into Series 53 Preference Shares, and specifically, meaning the occurrence of any one of the following: (i) the making by BFI and/or the Corporation of a general assignment for the benefit of their creditors or a proposal (or the filing of a notice of their intention to do so) under the Bankruptcy and Insolvency Act (Canada); (ii) any proceeding instituted by BFI and/or the Corporation seeking to adjudicate them as bankrupt (including any voluntary assignment in bankruptcy) or insolvent or, where BFI and/or the Corporation are insolvent, seeking liquidation, winding up, dissolution, reorganization, arrangement, adjustment, protection, relief or composition of their debts under any law relating to bankruptcy or insolvency in Canada, or seeking the entry of an order for the appointment of a receiver, interim receiver, trustee or other similar official for BFI and/or the Corporation or any substantial part of their property and assets in circumstances where BFI and/or the Corporation are adjudged as bankrupt (including any voluntary assignment in bankruptcy) or insolvent; (iii) a receiver, interim receiver, trustee or other similar official is appointed over BFI and/or the Corporation or for any substantial part of their property and assets by a court of competent jurisdiction in circumstances where BFI and/or the Corporation are adjudged as bankrupt (including any voluntary assignment in bankruptcy) or insolvent under any law relating to bankruptcy or insolvency in Canada; or (iv) any proceeding is instituted against BFI and/or the Corporation seeking to adjudicate them as bankrupt (including any voluntary assignment in bankruptcy) or insolvent, or where BFI and/or the Corporation are insolvent, seeking liquidation, winding up, dissolution, reorganization, arrangement, adjustment, protection, relief or composition of their debts under any law relating to bankruptcy or insolvency in Canada, or seeking the entry of an order for the appointment of a receiver, interim receiver, trustee or other similar official for BFI and/or the Corporation or any substantial part of their property and assets in circumstances where BFI and/or the Corporation are adjudged as bankrupt or insolvent under any law relating to bankruptcy or insolvency in Canada, and either such proceeding has not been stayed or dismissed within 60 days of the institution of any such proceeding or the actions sought in such proceedings occur (including the entry of an order for relief against BFI and/or the Corporation or the appointment of a receiver, interim receiver, trustee, or other similar official for them or for any substantial part of their property and assets). “BFI” means Brookfield Finance Inc. or any successor that has become such pursuant to the applicable provisions of the Indenture. “Board of Directors” means the board of directors of the Corporation. “Book-Entry System” means the record entry securities transfer and pledge system administered by the Depository in BCA - Articles of Amendment - BROOKFIELD CORPORATION - OCN:1644037 - December 16, 2024 The endorsed Articles of Amendment are not complete without the Certificate of Amendment. Certified a true copy of the record of the Ministry of Public and Business Service Delivery. Director/Registrar, Ministry of Public and Business Service Delivery Page 7 of 10 |