BROOKFIELD ASSET MANAGEMENT INC.

Transcription

1 No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus supplement together with the short form base shelf prospectus to which it relates dated June 5, 2015, as amended by Amendment No. 1 dated September 28, 2016, as further amended or supplemented, and each document incorporated by reference in the short form base shelf prospectus, as amended or supplemented, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act ), or the securities laws of any state of the United States. Accordingly, these securities may not be offered, sold or delivered, directly or indirectly, within the United States (as such term is defined in Regulation S under the U.S. Securities Act) (the United States ) except pursuant to transactions exempt from registration under the U.S. Securities Act and applicable state securities laws. This prospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within the United States. See Plan of Distribution. Information has been incorporated by reference in this prospectus supplement and the accompanying short form base shelf prospectus to which it relates, as amended or supplemented, from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the office of the Corporate Secretary of the Company at Suite 300, Brookfield Place, 181 Bay Street, Toronto, Ontario, Canada, M5J 2T3, Telephone: (416) , and are also available electronically at PROSPECTUS SUPPLEMENT (to a Short Form Base Shelf Prospectus dated June 5, 2015, as amended by Amendment No. 1 dated September 28, 2016) New Issue November 14, 2016 BROOKFIELD ASSET MANAGEMENT INC. $300,000,000 12,000,000 Cumulative Series 46 This offering (the Offering ) of Cumulative Series 46 (the Series 46 Shares ) of Brookfield Asset Management Inc. (the Company ) consists of 12,000,000 Series 46 Shares. For the initial period commencing on the Closing Date (as defined herein) and ending on and including March 31, 2022 (the Initial Fixed Rate Period ), the holders of Series 46 Shares will be entitled to receive fixed cumulative preferential cash dividends, as and when declared by the board of directors of the Company (the Board of Directors ), payable quarterly on the last day of March, June, September and December in each year at an annual rate equal to $1.20 per Series 46 Share. The initial dividend, if declared, will be payable March 31, 2017 and will be $ per Series 46 Share, based on the anticipated closing date of November 18, 2016 (the Closing Date ). See Details of the Offering. For each five-year period after the Initial Fixed Rate Period (each a Subsequent Fixed Rate Period ), the holders of Series 46 Shares will be entitled to receive fixed cumulative preferential cash dividends, as and when declared by the Board of Directors, payable quarterly on the last day of March, June, September and December during the Subsequent Fixed Rate Period, in an annual amount per Series 46 Share determined by multiplying the Annual Fixed Dividend Rate (as defined herein) applicable to such Subsequent Fixed Rate Period by $ The Annual Fixed Dividend Rate for each Subsequent Fixed Rate Period will be equal to the greater of: (i) the sum of the Government of Canada Yield (as defined herein) on the 30 th day prior to the first day of such Subsequent Fixed Rate Period plus 3.85%, and (ii) 4.80%. See Details of the Offering. Option to Convert Into Series 47 Shares The holders of Series 46 Shares will have the right, at their option, to convert their Series 46 Shares into Cumulative Class A Preference Shares, Series 47 (the Series 47 Shares ) of the Company, subject to certain conditions, on March 31, 2022 and on March 31 every five years thereafter. The holders of Series 47 Shares will be entitled to receive floating rate cumulative preferential cash dividends, as and when declared by the Board of Directors, payable quarterly on the last day of each Quarterly Floating Rate Period (as defined below), in the amount per Series 47 Share determined by multiplying the applicable Floating Quarterly Dividend Rate (as defined herein) by $ The Floating Quarterly Dividend Rate will be equal to the sum of the T-Bill Rate (as defined herein) plus 3.85% (calculated on the basis of the actual number of days elapsed in the applicable Quarterly Floating Rate Period divided by 365) determined on the 30th day prior to the first day of the applicable Quarterly Floating Rate Period. See Details of the Offering.

2 The Series 46 Shares will not be redeemable by the Company prior to March 31, On March 31, 2022 and on March 31 every five years thereafter, subject to certain other restrictions set out in Details of the Offering Description of the Series 46 Shares Restrictions on Dividends and Retirement and Issue of Shares, the Company may, at its option, on at least 30 days and not more than 60 days prior written notice, redeem for cash all or from time to time any part of the outstanding Series 46 Shares for $25.00 per Series 46 Share, together with all accrued and unpaid dividends up to but excluding the date of payment or distribution (less any tax required to be deducted and withheld by the Company). See Details of the Offering. The Series 46 Shares and the Series 47 Shares do not have a fixed maturity date and are not redeemable at the option of the holders thereof. See Risk Factors. There is no market through which these securities may be sold and purchasers may not be able to resell securities purchased under the short form prospectus. This may affect the pricing of the securities in the secondary market, the transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation. See Risk Factors. The Series 46 Shares and the Series 47 Shares have been conditionally approved for listing on the Toronto Stock Exchange (the TSX ), subject to the Company fulfilling all the listing requirements of the TSX. The Series 2, Series 4, Series 8, Series 9, Series 13, Series 17, Series 18, Series 24, Series 25, Series 26, Series 28, Series 30, Series 32, Series 34, Series 36, Series 37, Series 38, Series 40, Series 42 and Series 44 of the Company are listed on TSX, under symbols BAM.PR.B, BAM.PR.C, BAM.PR.E, BAM.PR.G, BAM.PR.K, BAM.PR.M, BAM.PR.N, BAM.PR.R, BAM.PR.S, BAM.PR.T, BAM.PR.X, BAM.PR.Z, BAM.PF.A, BAM.PF.B, BAM.PF.C, BAM.PF.D, BAM.PF.E, BAM.PF.F, BAM.PF.G and BAM.PF.H, respectively. On November 11, 2016, the last trading date before the date of this prospectus supplement, the closing sale prices of the Series 2, Series 4, Series 8, Series 9, Series 13, Series 17, Series 18, Series 24, Series 25, Series 26, Series 28, Series 30, Series 32, Series 34, Series 36, Series 37, Series 38, Series 40, Series 42 and Series 44 of the Company on the TSX were $10.60, $10.58, $15.00, $14.25, $10.59, $22.00, $22.00, $16.90, $15.45, $16.63, $14.99, $20.15, $20.49, $19.00, $22.17, $22.71, $20.31, $21.52, $21.84 and $26.85, respectively. Price $25.00 per Series 46 Share to yield initially 4.80% per annum TD Securities Inc. ( TDSI ), Scotia Capital Inc. ( Scotia ), CIBC World Markets Inc. ( CIBC ), RBC Dominion Securities Inc. ( RBC ), BMO Nesbitt Burns Inc., National Bank Financial Inc., HSBC Securities (Canada) Inc., Raymond James Ltd., Desjardins Securities Inc., Laurentian Bank Securities Inc. and Manulife Securities Incorporated (collectively, the Underwriters ) are acting as underwriters of this Offering. The Underwriters, as principals, conditionally offer the Series 46 Shares, subject to prior sale, if, as and when issued by the Company and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under Plan of Distribution and subject to the approval of certain legal matters on behalf of the Company by Torys LLP and on behalf of the Underwriters by Goodmans LLP. See Plan of Distribution. Price to Public Underwriters Fee (1) Net Proceeds to the Company (2) Per Series 46 Share $25.00 $0.75 $24.25 Total $300,000,000 $9,000,000 $291,000,000 (1) The Underwriters fee for the Series 46 Shares is $0.25 for each such share sold to certain institutions and $0.75 per share for all other Series 46 Shares sold by the Underwriters. The Underwriters fee indicated in the table assumes that no Series 46 Shares are sold to such institutions. (2) After deducting the Underwriters fee, but before deducting the Company s expenses of this Offering, estimated to be $500,000, which, together with the Underwriters fee, will be paid from the proceeds of this Offering. The offering price was determined by negotiation between the Company and the Underwriters. In connection with the Offering, and subject to applicable laws, the Underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Series 46 Shares at levels other than those which otherwise might prevail on the open market. Such transactions, if commenced, may be discontinued at any time. The Underwriters may offer the Series 46 Shares at a price lower than that stated above. See Plan of Distribution. You should carefully review and evaluate certain risk factors before purchasing the Series 46 Shares. See the risk factors identified under the heading Risk Factors beginning on page S-19 of this prospectus supplement, on page 15 of the accompanying base shelf prospectus and in the documents incorporated by reference in this prospectus supplement.

3 Subscriptions for the Series 46 Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. It is expected that the closing of this Offering will take place on November 18, 2016, or on such other date as the Company and the Underwriters may agree, but not later than December 2, On the Closing Date, a book entry only certificate representing the Series 46 Shares will be issued in registered form only to CDS Clearing and Depository Services Inc. ( CDS ) or its nominee and will be deposited with CDS. The Company understands that a purchaser of Series 46 Shares will receive only a customer confirmation from the registered dealer who is a CDS participant and from or through whom the Series 46 Shares are purchased. See Book Entry Only System. The Company s head and registered office is at Brookfield Place, 181 Bay Street, Suite 300, P.O. Box 762, Toronto, Ontario, Canada, M5J 2T3.

4 IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING SHORT FORM BASE SHELF PROSPECTUS... S-1 DOCUMENTS INCORPORATED BY REFERENCE... S-1 SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION... S-2 PRESENTATION OF FINANCIAL INFORMATION... S-2 THE COMPANY... S-3 USE OF PROCEEDS... S-3 PLAN OF DISTRIBUTION... S-3 CONSOLIDATED CAPITALIZATION... S-4 EARNINGS COVERAGE RATIOS... S-4 TABLE OF CONTENTS BASE SHELF PROSPECTUS PRICE RANGE AND TRADING VOLUME OF LISTED SECURITIES OF THE COMPANY... S-6 PRIOR SALES... S-10 RATINGS... S-10 DETAILS OF THE OFFERING... S-10 BOOK ENTRY ONLY SYSTEM... S-17 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS... S-18 RISK FACTORS... S-19 ELIGIBILITY FOR INVESTMENT... S-20 LEGAL MATTERS... S-21 TRANSFER AGENT AND REGISTRAR... S-21 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION... S-21 CERTIFICATE OF THE UNDERWRITERS... C-1 DOCUMENTS INCORPORATED BY REFERENCE... 1 AVAILABLE INFORMATION... 2 SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION... 2 THE COMPANY... 3 BROOKFIELD FINANCE INC USE OF PROCEEDS... 3 DESCRIPTION OF CAPITAL STRUCTURE OF THE ISSUERS... 4 DESCRIPTION OF THE PREFERENCE SHARES... 4 DESCRIPTION OF THE CLASS A SHARES... 4 DESCRIPTION OF DEBT SECURITIES... 5 CONSOLIDATING SUMMARY FINANCIAL INFORMATION PLAN OF DISTRIBUTION RISK FACTORS EXEMPTIVE RELIEF LEGAL MATTERS DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT AGENT FOR SERVICE OF PROCESS STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION CERTIFICATE OF THE COMPANY (AS ISSUER)... C-1 CERTIFICATE OF BFI (AS ISSUER)... C-2 CERTIFICATE OF THE COMPANY (AS CREDIT SUPPORTER)... C-3

5 TABLE OF CONTENTS (continued) AMENDMENT NO. 1 DATED SEPTEMBER 28, 2016 TO THE BASE SHELF PROSPECTUS STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION... 2 CERTIFICATE OF THE COMPANY (AS ISSUER)... C-1 CERTIFICATE OF BFI (AS ISSUER)... C-2 CERTIFICATE OF THE COMPANY (AS CREDIT SUPPORTER)... C-3

6 You should rely only on the information contained in or incorporated by reference in this prospectus supplement (the prospectus supplement ) and the accompanying short form base shelf prospectus of the Company dated June 5, 2015, as amended by Amendment No. 1 dated September 28, 2016, as further amended or supplemented (the Prospectus ). We have not authorized anyone to provide you with different information. You should not assume that the information contained in this prospectus supplement or the accompanying Prospectus is accurate as of any date other than the date on the front of this prospectus supplement. This document may only be used where it is legal to sell these securities. IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING SHORT FORM BASE SHELF PROSPECTUS This document is in two parts. The first is the prospectus supplement, which describes the specific terms of the Series 46 Shares. The second part, the accompanying Prospectus, gives more general information, some of which may not apply to the Series 46 Shares that we are currently offering. Generally, the term prospectus refers to both parts combined. As used in this prospectus supplement, unless the context otherwise indicates, references to we, us, our and the Company refer to Brookfield Asset Management Inc. and references to Brookfield refer to the Company and its direct and indirect subsidiaries. If the description of the Series 46 Shares varies between this prospectus supplement and the accompanying Prospectus, you should rely on the information in this prospectus supplement. DOCUMENTS INCORPORATED BY REFERENCE This prospectus supplement is deemed to be incorporated by reference in the accompanying Prospectus solely for the purpose of the Series 46 Shares offered hereunder. The following documents, filed with the securities regulatory authorities in each of the provinces and territories of Canada, are specifically incorporated by reference in, and form an integral part of, this prospectus supplement: (a) (b) (c) (d) (e) (f) our annual information form for the financial year ended December 31, 2015, dated March 30, 2016 (the AIF ); our audited comparative consolidated financial statements and the notes thereto for the fiscal year ended December 31, 2015, together with the accompanying auditor s report thereon; the management s discussion and analysis for the audited comparative consolidated financial statements referred to in paragraph (b) above; our unaudited comparative interim consolidated financial statements for the three and nine months ended September 30, 2016; the management s discussion and analysis for the unaudited comparative interim consolidated financial statements referred to in paragraph (d) above; our management information circular dated May 2, 2016; and (g) the template version (as defined in National Instrument General Prospectus Requirements ( NI )) of the term sheet dated November 10, 2016 filed on SEDAR in connection with this Offering (the Marketing Materials ). The Marketing Materials are not part of this prospectus supplement to the extent that the contents of the Marketing Materials have been modified or superseded by a statement contained in this prospectus supplement. Any documents of the type described in Item 11.1 of Form F1 Short Form Prospectus and any template version of marketing materials (each as defined in NI ) that are filed by the Company with the securities regulatory authorities in Canada after the date of this prospectus supplement and prior to the termination of the distribution of the Series 46 Shares shall be deemed to be incorporated by reference in this prospectus supplement and the Prospectus. S-1

7 Any statement contained in this prospectus supplement, the Prospectus or in a document incorporated or deemed to be incorporated by reference herein or therein shall be deemed to be modified or superseded for the purposes of this prospectus supplement or the Prospectus, as the case may be, to the extent that a statement contained in this prospectus supplement, the Prospectus or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein or therein modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement or the Prospectus. SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION This prospectus supplement, the Prospectus and the documents incorporated by reference in this prospectus supplement and the Prospectus contain forward looking information and other forward looking statements within the meaning of Canadian and United States securities laws, including the U.S. Private Securities Litigation Reform Act of Forward looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, include statements regarding the operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook of the Company and its subsidiaries, as well as the outlook for North American and international economies for the current fiscal year and subsequent periods. The words expects, anticipates, plans, believes, estimates, seeks, intends, targets, projects, forecasts or negative versions thereof and other similar expressions, or future or conditional verbs such as may, will, should, would and could, which are predictions of or indicate future events, trends or prospects, and which do not relate to historical matters, identify forward looking statements. Although the Company believes that the anticipated future results, performance or achievements expressed or implied by the forward looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward looking statements and information because they involve known and unknown risks, uncertainties and other factors, many of which are beyond the Company s control, which may cause the actual results, performance or achievements of the Company to differ materially from anticipated future results, performance or achievements expressed or implied by such forward looking statements and information. Factors that could cause actual results to differ materially from those contemplated or implied by forward looking statements include, but are not limited to: the impact or unanticipated impact of general economic, political and market factors in the countries in which we do business; the behaviour of financial markets, including fluctuations in interest and foreign exchange rates; global equity and capital markets and the availability of equity and debt financing and refinancing within these markets; strategic actions including dispositions; the ability to complete and effectively integrate acquisitions into existing operations and the ability to attain expected benefits; changes in accounting policies and methods used to report financial condition (including uncertainties associated with critical accounting assumptions and estimates); the ability to appropriately manage human capital; the effect of applying future accounting changes; business competition; operational and reputational risks; technological change; changes in government regulation and legislation within the countries in which we operate; governmental investigations; litigation; changes in tax laws; ability to collect amounts owed; catastrophic events, such as earthquakes and hurricanes; the possible impact of international conflicts and other developments including terrorist acts and cyberterrorism; and other risks and factors detailed in this prospectus supplement and the accompanying base shelf prospectus under the heading Risk Factors as well as in our AIF under the heading Business Environment and Risks and management s discussion and analysis for the audited comparative consolidated financial statements for the fiscal year ended December 31, 2015 under the heading Part 5 Operating Capabilities, Environment and Risks Business Environment and Risks, each incorporated by reference in this prospectus supplement, as well as in other documents filed by the Company from time to time with the securities regulators in Canada and the United States. We caution that the foregoing list of important factors that may affect future results is not exhaustive. When relying on our forward looking statements, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by law, the Company undertakes no obligation to publicly update or revise any forward looking statements or information, whether written or oral, that may need to be updated as a result of new information, future events or otherwise. PRESENTATION OF FINANCIAL INFORMATION The Company publishes its consolidated financial statements in United States dollars. In this prospectus supplement, unless otherwise specified or the context otherwise requires, all dollar amounts are expressed in Canadian dollars and references to US$ are to United States dollars and references to Cdn$ and $ are to Canadian dollars. S-2

8 THE COMPANY Brookfield is a leading global alternative asset manager with approximately US$250 billion in assets under management. Brookfield has more than a 100-year history of owning and operating assets with a focus on property, renewable power, infrastructure and private equity. Brookfield offers a range of public and private investment products and services. The Company s Class A Limited Voting Shares are co-listed on the New York, Toronto and Euronext stock exchanges under the symbols BAM, BAM.A and BAMA, respectively. USE OF PROCEEDS The estimated net proceeds from this Offering, after deducting fees payable to the Underwriters and the estimated expenses of this Offering, will be $290,500,000, assuming that no Series 46 Shares are sold to certain institutions. The Company intends to use the net proceeds of this Offering for general corporate purposes. PLAN OF DISTRIBUTION Under an agreement (the Underwriting Agreement ) dated November 14, 2016 among the Underwriters and the Company, the Company has agreed to issue and sell, and the Underwriters have agreed to purchase, on November 18, 2016 or on such other date as may be agreed, but in any event not later than December 2, 2016 subject to compliance with all necessary legal requirements and to the terms and conditions contained in the Underwriting Agreement, 12,000,000 Series 46 Shares at a price of $25.00 per Series 46 Share (the Offering Price ) for an aggregate price of $300,000,000 payable in cash against delivery of the Series 46 Shares. The Underwriting Agreement provides that the Company will pay to the Underwriters a fee of $0.25 per share for Series 46 Shares sold to certain institutions and $0.75 per share for all other Series 46 Shares purchased by the Underwriters, in consideration for their services in connection with this Offering. The obligations of the Underwriters under the Underwriting Agreement are several and may be terminated at their discretion upon the occurrence of certain stated events. Such events include, but are not limited to: (a) an order to cease or suspend trading in any securities of the Company or prohibiting or restricting the distribution of the Series 46 Shares is made, or proceedings are announced or commenced for the making of any such order, and has not been rescinded, revoked or withdrawn; (b) the occurrence of a downgrade in a rating applicable to the Series 46 Shares, or if an applicable rating organization places any debt securities of the Company on credit watch or has publicly announced that it has under surveillance or review its rating of the Series 46 Shares; (c) any enquiry, action, suit, investigation or other proceeding is commenced, announced or threatened or any order is made in relation to the Company, which operates to prevent or restrict materially the distribution or trading of the Series 46 Shares or adversely impacts the marketability of the Series 46 Shares in a material manner; (d) there should develop, occur or come into effect or existence any event, action, state, condition or occurrence of national or international consequence or any action, governmental law or regulation, enquiry or other occurrence of any nature whatsoever which might reasonably be expected to have a significant adverse effect on the market price or value of the Series 46 Shares; and (e) there should occur, be discovered or be announced any material change or change in any material fact which results or might reasonably be expected to result in the purchasers of a material number of Series 46 Shares exercising their right to withdraw from their purchase of Series 46 Shares or might reasonably be expected to have a significant adverse effect on the market price or value of the Series 46 Shares. The Underwriters are, however, obligated to take up and pay for all of the Series 46 Shares offered hereby if any are purchased under the Underwriting Agreement. The distribution price of the Series 46 Shares was determined by negotiation between the Company and the Underwriters. The Series 46 Shares and the Series 47 Shares have been conditionally approved for listing on the Toronto Stock Exchange (the TSX ), subject to the Company fulfilling all the listing requirements of the TSX. Pursuant to the terms of the Underwriting Agreement, the Company shall not sell, or announce its intention to sell, nor authorize or issue, any preferred shares or any securities convertible into or exchangeable for preferred shares, other than the Series 46 Shares, during the period commencing on the date hereof and ending 90 days after the closing date of this Offering, without the prior written consent of TDSI and Scotia on behalf of the Underwriters, such consent not to be unreasonably withheld. The Underwriters propose to offer the Series 46 Shares initially at the Offering Price. After a reasonable effort has been made to sell all of the Series 46 Shares at the Offering Price, the Underwriters may subsequently reduce and thereafter change, from time to time, the price at which the Series 46 Shares are offered to an amount not greater than the Offering Price. The compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Series 46 Shares is less than the gross proceeds paid by the Underwriters to the Company. The Underwriters may not, throughout the period of distribution under this short form prospectus, bid for or purchase Series 46 Shares. The foregoing restriction is subject to certain exceptions, as long as the bid or purchase is not engaged in for the purpose of creating actual or apparent active trading in or raising the price of such securities. These exceptions include a bid or purchase permitted under the Universal Market Integrity Rules for Canadian Marketplaces of Market Regulation Services Inc. relating to S-3

9 market stabilization and passive market making activities and a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of distribution. Pursuant to the first mentioned exception, in connection with this Offering, the Underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Series 46 Shares at levels other than those which otherwise might prevail on the open market. Such transactions, if commenced, may be discontinued at any time. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under Canadian provincial securities legislation. The distribution of this prospectus supplement and the Offering and sale of the Series 46 Shares are subject to certain restrictions under the laws of certain jurisdictions outside of Canada. Each Underwriter has agreed that it will not offer for sale or sell or deliver the Series 46 Shares in any such jurisdiction except in accordance with the laws thereof. Neither the Series 46 Shares nor the Series 47 Shares have been or will be registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act ), or any U.S. state securities laws and, subject to certain exceptions, may not be offered or sold in the United States or to U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act). This prospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy any of the Series 46 Shares or the Series 47 Shares in the United States or to U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act). CONSOLIDATED CAPITALIZATION The following table sets forth the consolidated capitalization of the Company (i) as at September 30, 2016, and (ii) as at September 30, 2016 as adjusted to give effect to the issuance of the Series 46 Shares hereunder. For further disclosures in respect of consolidated capitalization please see the Company s audited comparative consolidated financial statements and notes thereto for the fiscal year ended December 31, 2015 and the unaudited comparative interim consolidated financial statements for the three and nine months ended September 30, 2016, which are documents incorporated by reference in this prospectus supplement and the Prospectus. As of September 30, 2016 (US$ millions) As adjusted (1) Corporate borrowings... 4,674 4,674 Non-recourse borrowings Property-specific mortgages... 52,803 52,803 Subsidiary borrowings... 9,663 9,663 Accounts payable and other liabilities... 12,570 12,570 Deferred tax liabilities... 9,465 9,465 Subsidiary equity obligations... 3,543 3,543 Equity Non-controlling interests... 40,955 40,955 Preferred equity... 3,732 3,953 Common equity... 22,432 22, , ,058 1 After giving effect to the issuance of the Series 46 Shares hereunder classified as preferred equity of $300 million. Canadian dollar adjustments have been converted to U.S. dollars at an exchange rate of US$1.00 = Cdn$1.312 as at September 30, EARNINGS COVERAGE RATIOS The Company s dividend requirements on all of its preference shares for the 12-month periods ended December 31, 2015 and September 30, 2016 amounted to US$173 million and US$192 million, respectively, after giving effect to (i) the issuance of the Series 46 Shares, (ii) the issuance of 10,000,000 Cumulative Series 44, (iii) the conversion of 1,533,133 Cumulative Series 24, on a one-for-one basis, into Cumulative Series 25, (iv) the conversion of 827,191 Cumulative Series 9, on a one-for-one basis, into Cumulative Class A Preference Shares, Series 8, (v) the repurchase of 265,287 Class A Preference Shares pursuant to our normal course issuer bid, (vi) the redemption of: 2,600,000 Cumulative Series 5; 4,000,000 Cumulative Series 7; 7,810,200 Cumulative Series 16; 13,700,000 Cumulative Series 19; 13,513,510 Cumulative Series 20; and 25 Cumulative Series 14, and (vii) the other retirement of: 351,300 Cumulative Series 13; 664,975 Cumulative Series 14; and 2,000,000 Cumulative Series 15, as if each such issuance, conversion, repurchase, redemption or other S-4

10 retirement had occurred on January 1, 2015, and adjusted to a before tax equivalent using an effective tax rate of 26% (the Dividend Adjustments ). The Company s borrowing cost requirements for the 12-month periods ended December 31, 2015 and September 30, 2016 amounted to US$3,185 million and US$3,339 million, respectively, after giving effect to (i) the issuance of US$500 million principal amount of 4.000% notes due January 15, 2025, (ii) the issuance of $350 million principal amount of 4.82% medium term notes due January 28, 2026, (iii) the issuance by a subsidiary of the Company of US$500 million principal amount of 4.250% notes due June 2, 2026, (iv) the issuance of $500 million principal amount of 3.80% medium term notes due March 16, 2027, and (v) the repayment of $300 million principal amount of 5.20% medium term notes due September 8, 2016, as if each such issuance or repayment had occurred on January 1, 2015 (collectively, the Interest Adjustments ). Net income attributable to shareholders before borrowing costs and income taxes for the 12-month periods ended December 31, 2015 and September 30, 2016 was US$5,671 million and US$5,957 million, respectively, which is approximately 1.7 times and 1.7 times the Company s aggregate dividend and borrowing cost requirements for the respective periods, after giving effect to the Dividend Adjustments and the Interest Adjustments. S-5

11 PRICE RANGE AND TRADING VOLUME OF LISTED SECURITIES OF THE COMPANY The Class A Limited Voting Shares of the Company are listed on the TSX and are quoted under the symbol BAM.A. The Series 2, Series 4, Series 8, Class A Preference Shares, Series 9, Series 13, Series 17, Series 18, Series 24, Series 25, Series 26, Class A Preference Shares, Series 28, Series 30, Series 32, Series 34, Series 36, Series 37, Series 38, Class A Preference Shares, Series 40, Series 42, and Series 44 of the Company are listed on the TSX and are quoted under symbols BAM.PR.B, BAM.PR.C, BAM.PR.E, BAM.PR.G, BAM.PR.K, BAM.PR.M, BAM.PR.N, BAM.PR.R, BAM.PR.S, BAM.PR.T, BAM.PR.X, BAM.PR.Z, BAM.PF.A, BAM.PF.B, BAM.PF.C, BAM.PF.D, BAM.PF.E, BAM.PF.F, BAM.PF.G and BAM.PF.H, respectively. The following tables set forth, for the previous 12-month period, the market price ranges and trading volumes for these shares. Class A Limited Voting Shares Series 2 ($) ($) Period High Low Volume High Low Volume 2015 November ,384, ,811 December ,681, , January ,548, ,411 February ,596, ,883 March ,718, ,951 April ,878, ,044 May ,622, ,372 June ,874, ,457 July ,594, ,129 August ,951, ,521 September ,708, ,482 October ,244, ,229 November ,721, ,509 Series 4 Series 8 ($) ($) Period High Low Volume High Low Volume 2015 November , ,395 December , , January , ,606 February , ,153 March , ,241 April , ,278 May , ,679 June , ,585 July , ,122 August , ,983 September , ,465 October ,046, ,379 November , ,910 S-6

12 Series 9 Series 13 ($) ($) Period High Low Volume High Low Volume 2015 November , ,120 December , , January , ,662 February , ,425 March , ,131 April , ,716 May , ,403 June , ,862 July , ,660 August , ,153 September , ,528 October , ,156 November , ,866 Series 17 Series 18 ($) ($) Period High Low Volume High Low Volume 2015 November , ,067 December , , January , ,290 February , ,126 March , ,609 April , ,018 May , ,589 June , ,813 July , ,308 August , ,723 September , ,223 October , ,800 November , ,833 Series 24 Series 25 (1) ($) ($) Period High Low Volume High Low Volume 2015 November ,069 December , January ,945 February ,498 March ,183 April ,969 May ,237 June ,646 July , ,231 August , ,965 September , ,677 October , ,800 November , ,627 1 The Series 25 were issued on June 30, S-7

13 Series 26 Series 28 ($) ($) Period High Low Volume High Low Volume 2015 November , ,745 December , , January , ,390 February , ,734 March , ,484 April , ,692 May , ,345 June , ,188 July , ,345 August , ,222 September , ,250 October , ,704 November , ,000 Series 30 Series 32 ($) ($) Period High Low Volume High Low Volume 2015 November , ,689 December , , January , ,962 February , ,914 March , ,031 April , ,567 May , ,996 June , ,679 July , ,160 August , ,996 September , ,853 October , ,860 November , ,065 Series 34 Series 36 ($) ($) Period High Low Volume High Low Volume 2015 November , ,668 December , , January , ,613 February , ,807 March , ,831 April , ,475 May , ,334 June , ,938 July , ,239 August , ,820 September , ,867 October , ,715 November , ,500 S-8

14 Series 37 Series 38 ($) ($) Period High Low Volume High Low Volume 2015 November , ,427 December , , January , ,997 February , ,525 March , ,271 April , ,766 May , ,742 June , ,307 July , ,620 August , ,165 September , ,491 October , ,562 November , ,120 Series 40 Series 42 ($) ($) Period High Low Volume High Low Volume 2015 November , ,199 December , , January , ,826 February , ,617 March , ,177 April , ,068 May , ,772 June , ,954 July , ,069 August , ,493 September , ,863 October , ,616 November , ,174 Series 44 ($) Period High Low Volume 2015 November ,894 December , January ,298 February ,347 March ,083 April ,655 May ,480 June ,980 July ,182 August ,534 September ,776 October ,403 November ,833 S-9

15 PRIOR SALES We have not issued any Class A Preference Shares in the 12 month period before the date of this prospectus supplement. RATINGS The Series 46 Shares have been assigned a provisional rating of Pfd-2 (low) with a stable trend by DBRS Limited ( DBRS ) and are expected to be assigned a rating of P-2 by Standard & Poor s Ratings Services (Canada), a business unit of The McGraw-Hill Companies (Canada) Corporation ( S&P ). The DBRS rating of Pfd-2 (low) is the lowest sub-category within the second highest rating of the five standard categories of ratings utilized by DBRS for preferred shares. According to the DBRS rating system, preferred shares rated Pfd-2 are of satisfactory credit quality. Protection of dividends and principal is still substantial, but earnings, the balance sheet, and coverage ratios are not as strong as Pfd-1 rated companies. High and low grades may be used to indicate the relative standing of a credit within a particular rating category. A P-2 rating by S&P is the second of the three sub-categories within the second highest rating of the eight standard categories of ratings utilized by S&P for preferred shares. According to the S&P rating system, securities rated P-2 exhibit adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. S&P ratings may be modified by high, mid and low grades which indicate relative standing within the major rating categories. Credit ratings are intended to provide investors with an independent assessment of the credit quality of an issue or issuer of securities and do not speak to the suitability of particular securities for any particular investor. The credit ratings assigned to the Series 46 Shares may not reflect the potential impact of all risks on the value of the Series 46 Shares. A rating is therefore not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the rating agency. Prospective investors should consult the relevant rating organization with respect to the interpretation and implications of the ratings. The Company has paid customary rating fees to DBRS and S&P in connection with the above-mentioned ratings and will pay customary rating fees to DBRS and S&P in connection with the confirmation of such ratings for purposes of this Offering. In addition, the Company has made customary payments in respect of certain other services provided to the Company by each of DBRS and S&P during the last two years. Description of the Series 46 Shares DETAILS OF THE OFFERING The following is a summary of certain provisions attaching to the Series 46 Shares as a series. Definition of Terms The following definitions are relevant to the Series 46 Shares. Annual Fixed Dividend Rate means, for any Subsequent Fixed Rate Period, the annual rate (expressed as a percentage rate rounded down to the nearest one hundred-thousandth of one percent (with % being rounded up)) equal to the greater of: (i) the sum of the Government of Canada Yield on the applicable Fixed Rate Calculation Date plus 3.85%, and (ii) 4.80%. Bloomberg Screen GCAN5YR Page means the display designated as page GCAN5YR<INDEX> on the Bloomberg Financial L.P. service (or such other page as may replace the GCAN5YR page on that service) for purposes of displaying Government of Canada bond yields. Fixed Rate Calculation Date means, for any Subsequent Fixed Rate Period, the 30th day prior to the first day of such Subsequent Fixed Rate Period. Government of Canada Yield on any date means the yield to maturity on such date (assuming semi-annual compounding) of a Canadian dollar denominated non-callable Government of Canada bond with a term to maturity of five years as quoted as of 10:00 a.m. (Toronto time) on such date and which appears on the Bloomberg Screen GCAN5YR Page on such date; provided that, if such rate does not appear on the Bloomberg Screen GCAN5YR Page on such date, the Government of Canada Yield will mean the average of the yields determined by two registered Canadian investment dealers selected by the Company, as being the yield to maturity on such date (assuming semi-annual compounding) which a Canadian dollar denominated non-callable Government of S-10

16 Canada bond would carry if issued in Canadian dollars at 100% of its principal amount on such date with a term to maturity of five years Initial Fixed Rate Period means the period commencing on the Closing Date and ending on and including March 31, Subsequent Fixed Rate Period means for the initial Subsequent Fixed Rate Period, the period commencing on April 1, 2022 and ending on and including March 31, 2027 and for each succeeding Subsequent Fixed Rate Period, the period commencing on the day immediately following the end of the immediately preceding Subsequent Fixed Rate Period and ending on and including March 31 in the fifth year thereafter. Issue Price Dividends The Series 46 Shares will have an issue price of $25.00 per Series 46 Share. During the Initial Fixed Rate Period, the holders of the Series 46 Shares will be entitled to receive fixed cumulative preferential cash dividends, as and when declared by the Board of Directors, payable quarterly on the last day of March, June, September and December in each year during the Initial Fixed Rate Period, at an annual rate equal to $1.20 per Series 46 Share. The initial dividend, if declared, will be payable on March 31, 2017 and will be $ per Series 46 Share, based on the anticipated Closing Date of November 18, During each Subsequent Fixed Rate Period, the holders of Series 46 Shares will be entitled to receive fixed cumulative preferential cash dividends, as and when declared by the Board of Directors, payable quarterly on the last day of March, June, September and December in each year during the Subsequent Fixed Rate Period, in an annual amount per Series 46 Share determined by multiplying the Annual Fixed Dividend Rate applicable to such Subsequent Fixed Rate Period by $ The Annual Fixed Dividend Rate applicable to a Subsequent Fixed Rate Period will be determined by the Company on the Fixed Rate Calculation Date. Such determination will, in the absence of manifest error, be final and binding upon the Company and upon all holders of Series 46 Shares. The Company will, on the Fixed Rate Calculation Date, give written notice of the Annual Fixed Dividend Rate for the ensuing Subsequent Fixed Rate Period to the registered holders of the then outstanding Series 46 Shares. Payments of dividends and other amounts in respect of the Series 46 Shares will be made by the Company to CDS, or its nominee, as the case may be, as registered holder of the Series 46 Shares. As long as CDS, or its nominee, is the registered holder of the Series 46 Shares, CDS, or its nominee, as the case may be, will be considered the sole owner of the Series 46 Shares for the purposes of receiving payment on the Series 46 Shares. Redemption The Series 46 Shares will not be redeemable by the Company prior to March 31, On March 31, 2022 and on March 31 every five years thereafter (or, if such date is not a business day, the immediately following business day), and subject to certain other restrictions set out in Description of the Series 46 Shares Restrictions on Dividends and Retirement and Issue of Shares, the Company may, at its option, on at least 30 days and not more than 60 days prior written notice, redeem all or from time to time any part of the outstanding Series 46 Shares by payment in cash of a per share sum equal to $25.00, together with all accrued and unpaid dividends up to but excluding the date of payment or distribution (less any tax required to be deducted and withheld by the Company). If less than all of the outstanding Series 46 Shares are to be redeemed, the shares to be redeemed shall be selected on a pro rata basis disregarding fractions or, if such shares are at such time listed on such exchange, with the consent of the TSX, in such manner as the Board of Directors in its sole discretion may, by resolution, determine. The Series 46 Shares do not have a fixed maturity date and are not redeemable at the option of the holders of Series 46 Shares. See Risk Factors. Conversion of Series 46 Shares into Series 47 Shares Holders of Series 46 Shares will have the right, at their option, on March 31, 2022, and on March 31 every five years thereafter (a Series 46 Conversion Date ), to convert, subject to the restrictions on conversion described below and the payment or S-11