Exhibit 99.2
THIS IS NOT A LETTER OF TRANSMITTAL
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF CLASS A LIMITED VOTING SHARES OF
BROOKFIELD CORPORATION
Pursuant to the offer to exchange up to 40,000,000 of issued and outstanding Class A Limited Voting Shares of BROOKFIELD CORPORATION for up to 40,000,000 of class A-1 exchangeable non-voting shares of BROOKFIELD REINSURANCE LTD.
THE OFFER EXPIRES AT 5:00 P.M. (EASTERN TIME) ON NOVEMBER 13, 2023,
UNLESS THE OFFER IS EXTENDED OR WITHDRAWN.
As set forth in the Offer to Exchange and Circular (as defined below), this Notice of Guaranteed Delivery or one substantially equivalent hereto must be used to tender Class A Limited Voting Shares (the “Brookfield Class A Shares”) of Brookfield Corporation pursuant to the Offer (as defined below) if certificate(s) for these Brookfield Class A Shares are not immediately available or time will not permit all documents required by the Letter of Transmittal (as defined below) to reach TSX Trust Company, as depositary (the “Depositary”) by 5:00 p.m. (Eastern Time) on November 13, 2023 (or such later time and date to which the Offer is extended, the “Expiration Time”). This Notice of Guaranteed Delivery may be hand delivered, couriered, mailed or transmitted by electronic transmission to the office of the Depositary set forth below.
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TO: | | Brookfield Reinsurance Ltd. (“Brookfield Reinsurance”) |
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AND TO: | | Brookfield Corporation (“Brookfield Corporation”) |
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AND TO: | | TSX Trust Company, as depositary |
Office of the Depositary, TSX Trust Company:
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By Regular Mail, Registered Mail, Hand or Courier: 100 Adelaide St. West, Suite 301 Toronto, ON M5H 4H1 Attention: Corporate Actions | | By Electronic Transmission: TSXT-GD_CorporateActions@tmx.com |
Delivery of this Notice of Guaranteed Delivery to an address, or transmission of this Notice of Guaranteed Delivery to an e-mail address, other than as set forth above, does not constitute a valid delivery.
This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an Eligible Institution (as defined below), such signature must appear in Box G – “Signature Guarantee” in the Letter of Transmittal.
The terms and conditions of the Offer are incorporated by reference in this Notice of Guaranteed Delivery. Capitalized terms used and not defined in this Notice of Guaranteed Delivery have the meanings ascribed to them in the Offer to Exchange and Circular that accompanies this Notice of Guaranteed Delivery. In the case of any inconsistency between the terms of this Notice of Guaranteed Delivery and the Offer to Exchange, the terms of the Offer to Exchange and Circular shall prevail.
The undersigned hereby tenders to Brookfield Reinsurance, upon the terms and subject to the conditions set forth in the Offer to Exchange dated October 11, 2023 and the accompanying Circular (the “Offer to Exchange and