BROOKFIELD ASSET MANAGEMENT INC.

Transcription

1 This prospectus supplement together with the short form base shelf prospectus to which it relates dated June 26, 2013, as amended by Amendment No. 1 dated November 29, 2013, 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. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. 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 or sold within the United States or to U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act) 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 short form base shelf prospectus to which it relates dated June 26, 2013, 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 the Canadian Securities Administrators website at PROSPECTUS SUPPLEMENT (to a Short Form Base Shelf Prospectus Dated June 26, 2013, as amended by Amendment No. 1 dated November 29, 2013) New Issue March 7, 2014 BROOKFIELD ASSET MANAGEMENT INC. $200,000,000 8,000,000 Cumulative Series 38 This offering (the Offering ) of Cumulative Series 38 (the Series 38 Shares ) of Brookfield Asset Management Inc. (the Company ) consists of 8,000,000 Series 38 Shares. For the initial period commencing on the Closing Date (as defined herein) and ending on and including March 31, 2020 (the Initial Fixed Rate Period ), the holders of Series 38 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 $1.10 per Series 38 Share. The initial dividend, if declared, will be payable June 30, 2014 and will be $ per Series 38 Share, based on the anticipated closing date of March 13, 2014 (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 38 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 38 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 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 2.55%. See Details of the Offering.

2 Option to Convert Into Series 39 Shares The holders of Series 38 Shares will have the right, at their option, to convert their Series 38 Shares into Cumulative Class A Preference Shares, Series 39 (the Series 39 Shares ) of the Company, subject to certain conditions, on March 31, 2020 and on March 31 every five years thereafter. The holders of Series 39 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 39 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 2.55% (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. The Series 38 Shares will not be redeemable by the Company prior to March 31, On March 31, 2020 and on March 31 every five years thereafter, subject to certain other restrictions set out in Details of the Offering Description of the Series 38 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 38 Shares for $25.00 per Series 38 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 38 Shares and the Series 39 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 Toronto Stock Exchange (the TSX ) has conditionally approved the listing of the Series 38 Shares and the Series 39 Shares. The Series 38 Shares will be listed under the symbol BAM.PF.E. Listing of the Series 38 Shares and the Series 39 Shares will be subject to the Company fulfilling all the listing requirements of the TSX. The Series 2, Series 4, Series 8, Series 9, Series 12, Series 13, Series 17, Series 18, Series 22, Series 24, Series 26, Series 28, Series 30, Series 32, Series 34, Series 36 and Series 37 of the Company are listed on TSX, under symbols BAM.PR.B, BAM.PR.C, BAM.PR.E, BAM.PR.G, BAM.PR.J, BAM.PR.K, BAM.PR.L, BAM.PR.M, BAM.PR.N, BAM.PR.P, BAM.PR.R, BAM.PR.T, BAM.PR.X, BAM.PR.Z, BAM.PF.A, BAM.PF.B, BAM.PF.C and BAM.PF.D respectively. On March 5, 2014, the last trading date before the date of the public announcement of the Offering, the closing sale prices of the Series 2, Series 4, Series 8, Series 9, Series 12, Series 13, Series 17, Series 18, Series 22, Series 24, Series 26, Series 28, Series 30, Series 32, Series 34, Series 36 and Series 37 of the Company on the TSX were $16.85, $16.91, $22.11, $20.79, $26.69, $16.80, $20.31, $20.41, $25.99, $25.76, $24.90, $21.40, $25.92, $25.74, $25.02, $20.75 and $21.12, respectively. The Company s Series 14 did not trade on the TSX on that date. Price $25.00 per Series 38 Share to yield initially 4.40% per annum TD Securities Inc. ( TDSI ), CIBC World Markets Inc. ( CIBC ), RBC Dominion Securities Inc. ( RBC ), Scotia Capital Inc. ( Scotia ), BMO Nesbitt Burns Inc., National Bank Financial Inc., HSBC Securities (Canada) Inc., Raymond James Ltd., Brookfield Financial Corp., GMP Securities L.P. and Laurentian Bank Securities Inc. (collectively, the Underwriters ) are acting as underwriters of this Offering. The Underwriters, as principals, conditionally offer the Series 38 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. Brookfield Financial Corp., one of the Underwriters, is an affiliate of the Company as the Company owns more than 20% of the voting securities of Brookfield Financial Corp. Consequently, the Company is a related issuer of Brookfield Financial Corp. under Canadian securities legislation. See Plan of Distribution.

3 Price to Public Underwriters Fee (1) Net Proceeds to the Company (2) Per Series 38 Share $25.00 $0.75 $24.25 Total (3) $200,000,000 $6,000,000 $194,000,000 (1) The Underwriters fee for the Series 38 Shares is $0.25 for each such share sold to certain institutions and $0.75 per share for all other Series 38 Shares sold by the Underwriters. The Underwriters fee indicated in the table assumes that no Series 38 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 $250,000, which, together with the Underwriters fee, will be paid for from the proceeds of this Offering. (3) The Company has granted the Underwriters an option (the Underwriters Option ), exercisable in whole or in part, at any time up to 48 hours prior to the closing of this Offering, to purchase up to 2,000,000 additional Series 38 Shares (the Additional Shares ) on the same terms as set forth above to cover over-allotments, if any. If the Underwriters Option is exercised in full, the total Price to Public, total Underwriters Fee and total Net Proceeds to the Company (before deduction of the expenses of this Offering) will be $250,000,000, $7,500,000 and $242,500,000, respectively (assuming no Series 38 Shares are sold to those institutions referred to in (1) above). This short form prospectus also qualifies the granting of the Underwriters Option and the distribution of the Additional Shares that may be offered in relation to the Underwriters Option. Unless specifically stated otherwise, the term Series 38 Shares includes the Additional Shares. A purchaser who acquires Series 38 Shares forming part of the Underwriters over-allocation position acquires those Series 38 Shares under this prospectus supplement regardless of whether the over-allocation position is ultimately filled through the exercise of the Underwriters Option or secondary market purchases. The following table sets out the number of Additional Shares that may be issued by the Company to the Underwriters pursuant to the Underwriters Option: Underwriters Position Maximum size or number of securities available Exercise Period Exercise Price Underwriters Option Option to purchase up to an additional 2,000,000 Series 38 Shares Up to 48 hours prior to the closing of this Offering $25.00 per Series 38 Share The offering price was determined by negotiations 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 38 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 38 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 38 Shares. See the risk factors identified under the heading Risk Factors beginning on page S-20 of this prospectus supplement, on page 13 of the accompanying base shelf prospectus and in the documents incorporated by reference in this prospectus supplement. Subscriptions for the Series 38 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 March 13, 2014, or on such other date as the Company and the Underwriters may agree, but not later than March 27, On the Closing Date, a book entry only certificate representing the Series 38 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 38 Shares will receive only a customer confirmation from the registered dealer who is a CDS participant and from or through whom the Series 38 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 M5J 2T3.

4 TABLE OF CONTENTS Page 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 RECENT DEVELOPMENTS...S-3 USE OF PROCEEDS...S-3 PLAN OF DISTRIBUTION...S-3 CONSOLIDATED CAPITALIZATION...S-4 EARNINGS COVERAGE RATIOS...S-5 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-11 BOOK ENTRY ONLY SYSTEM... S-18 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS... S-18 RISK FACTORS... S-20 ELIGIBILITY FOR INVESTMENT... S-21 LEGAL MATTERS... S-21 TRANSFER AGENT AND REGISTRAR... S-21 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION... S-21 CERTIFICATE OF THE UNDERWRITERS...C-1 BASE SHELF PROSPECTUS DOCUMENTS INCORPORATED BY REFERENCE...1 AVAILABLE INFORMATION...2 SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION...2 THE COMPANY...3 USE OF PROCEEDS...3 DESCRIPTION OF CAPITAL STRUCTURE...3 DESCRIPTION OF THE PREFERENCE SHARES...4 DESCRIPTION OF THE CLASS A LIMITED VOTING SHARES...4 DESCRIPTION OF DEBT SECURITIES...5 PLAN OF DISTRIBUTION...12 RISK FACTORS...13 EXEMPTIVE RELIEF...15 LEGAL MATTERS...15 DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT...15 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION...15 CERTIFICATE OF THE COMPANY...C-1 AMENDMENT NO. 1 DATED NOVEMBER 29, 2013 TO THE BASE SHELF PROSPECTUS AGENT FOR SERVICE FOR PROCESS...2 STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RECISSION...2 CERTIFICATE OF THE COMPANY...C-1

5 You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying short form base shelf prospectus of the Company dated June 26, 2013, as amended by Amendment No. 1 dated November 29, 2013 as further amended or supplemented (the Prospectus ). We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. 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. 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 38 Shares. The second part, the accompanying Prospectus, gives more general information, some of which may not apply to the Series 38 Shares that we are currently offering. Generally, the term prospectus refers to both parts combined. 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. 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 38 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 this prospectus supplement: (a) (b) (c) (d) (e) our annual information form for the financial year ended December 31, 2012, dated April 1, 2013 (the AIF ); our audited comparative consolidated financial statements and the notes thereto for the fiscal year ended December 31, 2012, together with the report of the independent registered chartered accountants 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, 2013; the management s discussion and analysis for the unaudited comparative interim consolidated financial statements referred to in paragraph (d) above; (f) our management information circular dated March 20, 2013; (g) our news release dated February 14, 2014 in respect of our unaudited financial results for the fourth quarter and year ended December 31, 2013; and (h) the template version (as defined in National Instrument General Prospectus Requirements ( NI )) of the term sheet dated March 6, 2014, 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 38 Shares shall be deemed to be incorporated by reference in this prospectus supplement and the Prospectus. S-1

6 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 includes 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. 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 our control, which may cause the actual results, performance or achievements of the Company to differ materially from anticipated future results, performance or achievement 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 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 the Company operates; changes in tax laws; catastrophic events, such as earthquakes and hurricanes; the possible impact of international conflicts and other developments including terrorist acts; 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 the AIF under the heading Corporate Social Responsibility, Business Environment and Risks and management s discussion and analysis under the heading 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

7 THE COMPANY The Company is a global alternative asset manager with over US$175 billion in assets under management. Brookfield has over a 100-year history of owning and operating assets with a focus on property, renewable power, infrastructure and private equity. Brookfield has a range of public and private investment products and services, which leverage its expertise and experience and provide Brookfield with a competitive advantage in the markets where it operates. Brookfield s Class A Limited Voting Shares are listed on the New York, Toronto and NYSE Euronext stock exchanges under the symbols BAM, BAM.A and BAMA, respectively. RECENT DEVELOPMENTS On October 30, 2013, the Company announced that it held the final close on Brookfield Infrastructure Fund II (the Fund ) with equity commitments totaling US$7 billion. The Fund will invest in infrastructure, with a focus on transportation, renewable power, utilities, and energy assets in North and South America, Europe and Australasia. On February 12, 2014, Brookfield Property Partners L.P. ( BPY ), a subsidiary of the Company, announced the commencement of its exchange offer to acquire any or all of the common shares of Brookfield Office Properties Inc. ( BPO ), another subsidiary of the Company, that BPY does not currently own. The board of directors of BPO has unanimously recommended that BPO shareholders accept the offer from BPY. 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 $193,750,000, and will be $242,250,000 if the Underwriters Option is exercised in full, assuming that no Series 38 Shares are sold to certain institutions. The Company intends to use the net proceeds of this Offering to redeem its 7,000,000 Series 12 (the Series 12 Shares ) and for general corporate purposes. Until such time as the Company redeems the Series 12 Shares, a portion of the net proceeds may temporarily be used to reduce short term borrowings. PLAN OF DISTRIBUTION Under an agreement (the Underwriting Agreement ) dated March 7, 2014 among the Underwriters and the Company, the Company has agreed to issue and sell, and the Underwriters have agreed to purchase, on March 13, 2014 or on such other date as may be agreed, but in any event not later than March 27, 2014, subject to compliance with all necessary legal requirements and to the terms and conditions contained in the Underwriting Agreement, 8,000,000 Series 38 Shares at a price of $25.00 per Series 38 Share (the Offering Price ) for an aggregate price of $200,000,000 payable in cash against delivery of the Series 38 Shares. The Underwriting Agreement provides that the Company will pay to the Underwriters a fee of $0.25 per share for Series 38 Shares sold to certain institutions and $0.75 per share for all other Series 38 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 on the basis of their assessment of the state of the financial markets and may also be terminated upon the occurrence of certain stated events. The Underwriters are, however, obligated to take up and pay for all of the Series 38 Shares offered hereby if any are purchased under the Underwriting Agreement. The distribution price of the Series 38 Shares was determined by negotiation between the Company and the Underwriters. The Company has granted the Underwriters the Underwriters Option, exercisable in whole or in part and at any time up to 48 hours prior to the date of the closing of the Offering, to purchase from the Company up to 2,000,000 Series 38 Shares on the same terms and conditions set forth above. If the Underwriters option is exercised in full, the total price to public, total Underwriters fees and total net proceeds to the Company (before deduction of the expenses of the Offering) will be $250,000,000, $7,500,000 and $242,500,000, respectively. This short form prospectus also qualifies the granting of the Underwriters Option and the distribution of the Additional Shares that may be offered in relation to the Underwriters Option. The TSX has conditionally approved the listing of the Series 38 Shares distributed under this prospectus supplement and the Series 39 Shares into which the Series 38 Shares are convertible. The Series 38 Shares will be listed under the symbol BAM.PF.E. Listing will be 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 38 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, CIBC, RBC, and Scotia on behalf of the Underwriters, such consent not to be unreasonably withheld. S-3

8 The Underwriters propose to offer the Series 38 Shares initially at the Offering Price. After a reasonable effort has been made to sell all of the Series 38 Shares at the Offering Price, the Underwriters may subsequently reduce and thereafter change, from time to time, the price at which the Series 38 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 38 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 38 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 Investment Industry Regulatory Organization of Canada relating to 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 38 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 38 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 38 Shares in any such jurisdiction except in accordance with the laws thereof. Brookfield Financial Corp., one of the Underwriters, is an affiliate of the Company as the Company owns more than 20% of the voting securities of Brookfield Financial Corp. Consequently, the Company is a related issuer of Brookfield Financial Corp. The decision to distribute the Series 38 Shares and the determination of the terms of the distribution, including the price of the Series 38 Shares, were made through negotiations between the Company and the Underwriters. Brookfield Financial Corp. will receive no benefit in connection with the Offering other than receiving a portion of the Underwriters fees described above. Neither the Series 38 Shares nor the Series 39 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 38 Shares or the Series 39 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, 2013, (ii) as at September 30, 2013 as adjusted to give effect to: (a) the offering of $200 million principal amount of 5.04% medium term notes due March 8, 2024 (the 2024 Notes ) on October 22, 2013 and (b) the offering of $500 million principal amount of 4.82% medium term notes due January 28, 2026 (the 2026 Notes and together with the 2024 Notes, the Notes ) on January 28, 2014, and (iii) as at September 30, 2013 as adjusted to give effect to the offerings of the Notes on October 22, 2013 and January 28, 2014, the issuance of the Series 38 Shares hereunder (assuming no exercise of the Underwriters Option) and the application of a portion of the net proceeds from this Offering to redeem the Series 12 Shares. 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, 2012 and the unaudited comparative interim consolidated financial statements for the three and nine months ended September 30, 2013, which are documents incorporated by reference in this prospectus supplement and the Prospectus. S-4

9 As of September 30, 2013 (US$ millions) As adjusted (1) As adjusted (2) Corporate borrowings... 3,848 4,479 4,479 Non-recourse borrowings Property-specific mortgages... 33,329 33,329 33,329 Subsidiary borrowings... 7,233 7,233 7,233 Accounts payable and other liabilities... 10,611 10,611 10,611 Deferred tax liabilities... 6,180 6,180 6,180 Capital securities (3) Interests of others in consolidated funds Equity Non-controlling interests... 25,153 25,153 25,153 Preferred equity... 3,098 3,098 3,273 Common equity... 17,373 17,373 17, , , ,768 (1) After giving effect to the offerings of the Notes on October 22, 2013 and January 28, Canadian dollar adjustments have been converted into U.S. dollars at an exchange rate of Cdn$1.00 = US$ (2) After giving effect to the offerings of the Notes on October 22, 2013 and January 28, 2014, the net proceeds received on the issuance of the Series 38 Shares hereunder classified as preferred equity of $175 million and the application of a portion of the net proceeds therefrom to redeem the Series 12 Shares. Canadian dollar adjustments have been converted into U.S. dollars at an exchange rate of Cdn$1.00 = US$ (3) Adjustment reflects the redemption of the Series 12 Shares. EARNINGS COVERAGE RATIOS The Company s dividend requirements on all of its preference shares for the 12-month periods ended December 31, 2012 and September 30, 2013 amounted to US$231 million and US$232 million, respectively, after giving effect to (i) the issuance of the Series 38 Shares (assuming no exercise of the Underwriters Option), the 8,000,000 Cumulative Series 37 (the Series 37 Shares ), the 8,000,000 Cumulative Series 36, the 10,000,000 Cumulative Class A Preference Shares, Series 34 and the 12,000,000 Cumulative Series 32, and (ii) the redemption of the Series 12 Shares, the 6,000,000 Cumulative Series 21, the 4,032,401 Cumulative Series 11 and the 10,000,000 Cumulative Series 10, as if each such issuance or redemption had occurred on January 1, 2012, and adjusted to a before tax equivalent using an effective tax rate of 27% (the Dividend Adjustments ). The Company s borrowing cost requirements for the 12-month periods ended December 31, 2012 and September 30, 2013 amounted to US$2,603 million and US$2,719 million, respectively, after giving effect to (i) the issuance of $500 million principal amount of 2026 Notes, (ii) the issuance of $500 million principal amount of 2024 Notes, (iii) the issuance of $125 million principal amount of 5.95% debentures, (iv) payments in connection with the termination of two related 25-year interest swap agreements executed in 1990 (the Swap Agreement ), (v) the termination of the Swap Agreement, (vi) the issuance of $600 million principal amount of 4.54% medium term notes, (vii) the issuance of $600 million principal amount of 3.95% medium term notes, (viii) the redemption of US$500 million of 8.95% notes, (ix) the repayment of US$75 million of 6.40% notes, and (x) the repayment of US$350 million of 7.13% notes, as if each such issuance, redemption, repurchase or repayment had occurred on January 1, 2012 (collectively, the Interest Adjustments ). Net income attributable to shareholders before borrowing costs and income taxes for the 12-month periods ended December 31, 2012 and September 30, 2013 was US$4,369 million and US$5,367 million, respectively, which is approximately 1.5 times and 1.8 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

10 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 12, Series 13, Series 14, Series 17, Series 18, Series 22, Class A Preference Shares, Series 24, Series 26, Series 28, Series 30, Series 32, Series 34, Series 36 and Class A Preference Shares, Series 37 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.J, BAM.PR.K, BAM.PR.L, BAM.PR.M, BAM.PR.N, BAM.PR.P, BAM.PR.R, BAM.PR.T, BAM.PR.X, BAM.PR.Z, BAM.PF.A, BAM.PF.B, BAM.PF.C and BAM.PF.D 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 2014 March ,506, ,158 February ,160, ,497 January ,149, , December ,090, ,809 November ,312, ,358 October ,678, ,082 September ,214, ,084 August ,493, ,243 July ,966, ,778 June ,081, ,789 May ,214, ,964 April ,302, ,347 March ,869, ,149 Series 4 Series 8 ($) ($) Period High Low Volume High Low Volume 2014 March , ,500 February , ,039 January , , December , ,935 November , ,072 October , ,552 September , ,690 August , ,925 July , ,545 June , ,948 May , ,925 April , ,615 March , ,811 S-6

11 Series 9 Series 12 ($) ($) Period High Low Volume High Low Volume 2014 March , ,530 February , ,004 January , , December , ,954 November , ,162 October , ,321 September , ,901 August , ,265 July , ,911 June , ,914 May , ,390 April , ,318 March , ,825 Series 13 Series 14 (1) ($) ($) Period High Low Volume High Low Volume 2014 March ,857 February ,489 January , December ,234 November ,652 October ,295 September ,753 August ,055 July , June ,662 May ,671 April ,917 March ,218 1 The Series 14 traded only during the period shown. S-7

12 Series 17 Series 18 ($) ($) Period High Low Volume High Low Volume 2014 March , ,790 February , ,513 January , , December , ,886 November , ,494 October , ,429 September , ,390 August , ,561 July , ,464 June , ,499 May , ,891 April , ,706 March , ,570 Series 22 Series 24 ($) ($) Period High Low Volume High Low Volume 2014 March , ,703 February , ,325 January , , December , ,204 November , ,443 October , ,583 September , ,261 August , ,562 July , ,141 June , ,013 May , ,223 April , ,431 March , ,996 S-8

13 Series 26 Series 28 ($) ($) Period High Low Volume High Low Volume 2014 March , ,010 February , ,804 January , , December , ,551 November , ,315 October , ,944 September , ,844 August , ,892 July , ,411 June , ,123 May , ,873 April , ,883 March , ,061 Series 30 Series 32 ($) ($) Period High Low Volume High Low Volume 2014 March , ,934 February , ,946 January , , December , ,666 November , ,907 October , ,990 September , ,682 August , ,262 July , ,269 June , ,765 May , ,803 April , ,420 March , ,293 S-9

14 Series 34 Series 36 ($) ($) Period High Low Volume High Low Volume 2014 March , ,815 February , ,917 January , , December , ,306 November , ,901 October , ,722 September , ,727 August , ,531 July , ,570 June , ,320 May , ,039 April , ,987 March , ,047 Series 37 (1) ($) Period High Low Volume 2014 March ,112 February ,657 January , December ,289 November ,558 October ,888 September ,741 August ,390 July ,533 June ,064,035 1 Issued June 13, PRIOR SALES On June 13, 2013, we issued 8,000,000 Series 37 Shares at a price of $25.00 per Series 37 Share. We have not issued any other Class A Preference Shares in the 12 month period before the date of this prospectus supplement. RATINGS The Series 38 Shares have been assigned a provisional rating of Pfd-2 (low) with a negative trend by DBRS Limited ( DBRS ) and a preliminary rating of P-2 by Standard & Poor s Ratings Services, a division of The McGraw-Hill Companies, Inc. ( 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. S-10

15 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 38 Shares may not reflect the potential impact of all risks on the value of the Series 38 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 38 Shares DETAILS OF THE OFFERING The following is a summary of certain provisions attaching to the Series 38 Shares as a series. Definition of Terms The following definitions are relevant to the Series 38 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 sum of the Government of Canada Yield on the applicable Fixed Rate Calculation Date plus 2.55%. 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 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, 2020 and ending on and including March 31, 2025 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 38 Shares will have an issue price of $25.00 per Series 38 Share. During the Initial Fixed Rate Period, the holders of the Series 38 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 $1.10 per Series 38 Share. The S-11