Investor Presentaiton
Cautionary Note Regarding Forward-Looking Statements
Brookfield
Forward-Looking Statements and Information
This communication contains "forward-looking statements" within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Exchange Act, and "forward-looking information" within the meaning of Canadian provincial securities laws, which reflect the current views
of Brookfield and Oaktree with respect to, among other things, their future results of operations and financial performance. In some cases, you can identify
forward-looking statements and information by words such as "anticipate," "approximately," "believe," "continue," "could," "estimate," "expect," "intend," "may,"
"outlook," "plan," "potential,” “predict," "seek," "should," "will" and "would" or the negative version of these words or other comparable or similar words. These
statements identify prospective information. Important factors could cause actual results to differ, possibly materially, from those indicated in these statements.
Forward-looking statements and information are based on Brookfield's and Oaktree's beliefs, assumptions and expectations of their respective future performance,
taking into account all information currently available to them. Such forward-looking statements and information are subject to risks and uncertainties and
assumptions relating to their respective operations, financial results, financial condition, business prospects, growth strategy and liquidity.
In addition to factors previously disclosed in Brookfield's and Oaktree's reports filed with securities regulators in Canada and the United States and those identified
elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements and
information or historical performance: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of Brookfield and
Oaktree to terminate the definitive merger agreement between Brookfield and Oaktree; the outcome of any legal proceedings that may be instituted against
Brookfield, Oaktree or their respective unitholders, shareholders or directors; the ability to obtain regulatory approvals and meet other closing conditions to the
merger, including the risk that regulatory approvals required for the merger are not obtained or are obtained subject to conditions that are not anticipated or that
are material and adverse to Brookfield's or Oaktree's business; a delay in closing the merger; the ability to obtain approval by Oaktree's unitholders on the
expected terms and schedule; business disruptions from the proposed merger that will harm Brookfield's or Oaktree's business, including current plans and
operations; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger; certain restrictions
during the pendency of the merger that may impact Brookfield's or Oaktree's ability to pursue certain business opportunities or strategic transactions; the ability of
Brookfield or Oaktree to retain and hire key personnel; uncertainty as to the long-term value of the Class A shares of Brookfield following the merger; the continued
availability of capital and financing following the merger; the business, economic and political conditions in the markets in which Brookfield and Oaktree operate;
changes in Brookfield's or Oaktree's anticipated revenue and income, which are inherently volatile; changes in the value of Brookfield's or Oaktree's investments;
the pace of Brookfield's or Oaktree's raising of new funds; changes in assets under management; the timing and receipt of, and impact of taxes on, carried
interest; distributions from and liquidation of Oaktree's existing funds; the amount and timing of distributions on Oaktree's preferred units and Class A units;
changes in Oaktree's operating or other expenses; the degree to which Brookfield or Oaktree encounters competition; and general political, economic and market
conditions.
Any forward-looking statements and information speak only as of the date of this communication or as of the date they were made, and except as required by law,
neither Brookfield nor Oaktree undertakes any obligation to update forward-looking statements and information. For a more detailed discussion of these factors,
also see the information under the caption "Business Environment and Risks" in Brookfield's most recent report on Form 40-F for the year ended December 31,
2017, and under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Oaktree's most
recent report on Form 10-K for the year ended December 31, 2018, and in each case any material updates to these factors contained in any of Brookfield's or
Oaktree's future filings.
As for the forward-looking statements and information that relate to future financial results and other projections, actual results will be different due to the inherent
uncertainties of estimates, forecasts and projections and may be better or worse than projected and such differences could be material. Given these uncertainties,
you should not place any reliance on these forward-looking statements and information. Annualized, pro forma, projected and estimated numbers are used for
illustrative purpose only, are not forecasts and may not reflect actual results.
Use of Non-IFRS Measures and Other
This communication contains references to financial measures which are not generally accepted accounting measures under IFRS and may differ from similar
definitions used by other entities. We believe that these are useful supplemental measures that may assist investors in assessing our financial performance and
the cash anticipated to be generated by our operations. Such measures should not be considered as the sole indicators of our performance and should not be
considered in isolation from, or as a substitute for, analysis of our financial statements prepared in accordance with IFRS. Certain values used in this presentation
are for illustrative purposes and based on various factors that may or may not materialize, including past performance metrics that may not be indicative of future
performance.
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