BNRE Brookfield Reinsurance Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

BROOKFIELD REINSURANCE LTD.

(Name of Registrant)

Ideation House, First Floor

94 Pitts Bay Road, Pembroke, HM08, Bermuda

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒   Form  40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Exhibit Index

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 99.1

CLAWBACK POLICY

May 1, 2024

Clawback Policy

Scope

This Clawback Policy (the “Policy”) applies to any individual who, at the relevant time, is or was an Executive Officer (as defined below) of Brookfield Reinsurance Ltd. (“Brookfield Reinsurance”) and/or any wholly-owned subsidiary of Brookfield Reinsurance, whose securities may be listed on a U.S. Stock Exchange (as defined below) from time to time (the “Listed Subsidiaries” and each, a “Listed Subsidiary”).

Purpose

Brookfield Reinsurance has built a reputation for conducting business with integrity. Integrity, fairness and respect are hallmarks of our culture; our shared success depends on it. Brookfield Reinsurance expects its Executive Officers to lead by example. Should (i) an Executive Officer of Brookfield Reinsurance engage in Detrimental Conduct (as defined below) or (ii) Brookfield Reinsurance or any Listed Subsidiary (each, a “Subject Issuer”) be required to prepare an Accounting Restatement (as defined below), such Subject Issuer will have the right to claw back certain excess Incentive-Based Compensation (as defined below) from its Executive Officers, on and subject to the terms provided for in this Policy.

Definitions

For the purposes of this Policy, the following terms will have the meanings set forth below:

Clawback Policy

Clawback Policy

Accounting Restatements

In the event a Subject Issuer is required to prepare an Accounting Restatement, the Compensation Committee or the board of directors (or equivalent governing body, the “Board”) of the applicable Listed Subsidiary, as applicable, will review all Incentive-Based Compensation received by Executive Officers of such Subject Issuer (a) after beginning service as an Executive Officer of such Subject Issuer, (b) during the three completed fiscal years immediately preceding the applicable Restatement Date (as well as during any transition period specified in Rule 10D-1(b)(1)(i)(D) under the Exchange Act and the applicable U.S. Stock Exchange Rules), (c) while such Subject Issuer has a class of securities listed on a U.S. Stock Exchange, and (d) on or after the Effective Date (as defined below). Incentive-Based Compensation is deemed “received” in the Subject Issuer’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation is attained, even if the payment or grant of Incentive-Based Compensation occurs after the end of that period.

If the Compensation Committee or the Board of the applicable Listed Subsidiary, as applicable, determines that one or more Executive Officers of such Subject Issuer received any Erroneously Awarded Compensation in connection with such Accounting Restatement, such Subject Issuer shall, reasonably promptly after the Restatement Date, seek recoupment from such Executive Officers of all such Erroneously Awarded Compensation received during the period described in clause (b) above, subject to the exceptions set forth below under “—Recoupment Exceptions”. For the avoidance of doubt, in the event an Executive Officer has received Incentive-Based Compensation in respect of more than one Subject Issuer that is subject to an Accounting Restatement, the amount of Erroneously Awarded Compensation shall be calculated individually for each Subject Issuer, but without duplication in the event that the applicable Incentive-Based Compensation relates to the Financial Reporting Measures of more than one Subject Issuer. The Compensation Committee or the Board of the applicable Listed Subsidiary, as applicable, will determine, in its sole discretion, the method for recouping Erroneously Awarded Compensation hereunder.

Calculation of Erroneously Awarded Compensation

For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement: (i) the amount of Erroneously Awarded Compensation must be based on a reasonable estimate of the effect of the Accounting Restatement on such stock price or total shareholder return upon which the Incentive-Based Compensation was received; and (ii) the Subject Issuer must maintain documentation of the determination of that reasonable estimate and provide such documentation to the applicable U.S. Stock Exchange. Reference is further made to Rule 10D-1(b)(1)(iii) under the Exchange Act and the applicable U.S. Stock Exchange Rules for calculation of Erroneously Awarded Compensation.

Clawback Policy

Recoupment Exceptions

The applicable Subject Issuer must recover any Erroneously Awarded Compensation unless (i) the Compensation Committee or (ii) a committee of independent directors of the Board of the applicable Listed Subsidiary responsible for executive compensation decisions (or in the absence of such committee, the majority of the independent directors serving on the Board of the applicable Listed Subsidiary) (if the Subject Issuer is a Listed Subsidiary) determines that any of the impracticality exceptions set forth in Rule 10D-1(b)(1)(iv) under the Exchange Act and/or the applicable U.S. Stock Exchange Rules are available.

The applicable Subject Issuer’s obligation to recover Erroneously Awarded Compensation is not dependent on if or when the restated financial statements in connection with the Accounting Restatement have been filed.

Recoupment of Erroneously Awarded Compensation due to an Accounting Restatement will be made on a “no fault” basis, without regard to whether any misconduct or Detrimental Conduct occurred or whether any Executive Officer is responsible for the noncompliance that resulted in the Accounting Restatement.

Detrimental Conduct

In the event an Executive Officer of Brookfield Reinsurance is determined to have engaged in Detrimental Conduct, all Incentive-Based Compensation granted or paid to that Executive Officer may be subject to reduction, forfeiture, recoupment or similar treatment, in accordance with the terms of this Policy (to the extent not otherwise recoverable in connection with a Restatement Clawback pursuant to “—Accounting Restatements” above).

Where Detrimental Conduct is determined to have occurred by the Compensation Committee, the Compensation Committee will have the ability to: (i) require the Executive Officer to re-pay any Incentive-Based Compensation granted or paid to the Executive Officer; (ii) cancel/revoke any prior Incentive-Based Compensation that has not yet vested to, and any Incentive-Based Compensation that has vested to, but has not yet been exercised or settled by, the Executive Officer; and/or (iii) require the Executive Officer to repay the cash value realized by the Executive Officer on any Incentive-Based Compensation that has already vested to the Executive Officer.

No Indemnification of Executive Officers

No Subject Issuer shall indemnify any Executive Officer against the loss of any Incentive-Based Compensation as a result of a Restatement Clawback under this Policy.

Indemnification of the Compensation Committee and the Board

Any members of the Compensation Committee and/or any members of the Board of any Subject Issuer who assist in the administration of this Policy will not be personally liable for any action, determination or interpretation made with respect to this Policy and will be fully indemnified by the Subject Issuer to the fullest extent under applicable law and any applicable Subject Issuer’s policy with respect to any such action, determination or interpretation. The foregoing sentence will not limit any other rights to indemnification of the members of Compensation Committee or the Board of a Subject Issuer under applicable law or the Subject Issuer’s policy.

Clawback Policy

Effective Date; Applicability

This Policy shall be effective as of the Effective Date (as defined below). Each award agreement or other document setting forth the terms and conditions of any Incentive-Based Compensation granted or paid to an Executive Officer will include (or will be deemed to include) a provision incorporating this Policy or the requirements of this Policy. The remedies specified in this Policy shall not be exclusive and shall be in addition to every other right or remedy at law or in equity that may be available to the Subject Issuer.

Filing with the SEC

This Policy and any amendments thereto shall be filed with the SEC as an exhibit to (i) Brookfield Reinsurance’s annual report on Form 40-F (or other applicable form) and (ii) each Subject Issuer’s applicable annual report on Form 10-K (or other applicable form as may be required under the applicable U.S. Stock Exchange Rules), in each case, beginning with the first report as specified under applicable U.S. Stock Exchange Rules.

Further Reference to Applicable SEC and U.S. Stock Exchange Rules

The foregoing policy in respect of Restatement Clawbacks shall be qualified by reference to, is designed to comply with, and will be interpreted consistent with applicable SEC rules (including, without limitation, Section 10D of the Exchange Act and Rule 10D-1 under the Exchange Act) and the applicable U.S. Stock Exchange Rules.

Interpretation

The Compensation Committee and/or the Board of each Listed Subsidiary shall have full and final authority to make all determinations under this Policy with respect to any Erroneously Awarded Compensation in respect of the applicable Subject Issuer including, without limitation, whether the Policy applies and if so, the amount of compensation to be repaid or forfeited by an Executive Officer. All determinations and decisions made by the Compensation Committee and/or the Board of the applicable Listed Subsidiary, as applicable, pursuant to the provisions of this Policy shall be final, conclusive and binding on all parties.

This Policy supersedes and replaces any previous clawback or clawback-related policies adopted by the Compensation Committee and/or the Board of the applicable Subject Issuer.

Clawback Policy

SCHEDULE A

Incentive Plans

Clawback Policy

Exhibit 99.2

CODE OF BUSINESS CONDUCT AND ETHICS

May 1, 2024

SUMMARY OF THE CODE’S PRINCIPLES¹

PROTECTING THE COMPANY’S ASSETS, RESOURCES AND DATA

ACCURACY OF BOOKS AND RECORDS AND PUBLIC DISCLOSURES

DUTIES TO STAKEHOLDERS

COMMUNICATIONS AND MEDIA

CONFLICTS OF INTEREST AND PERSONAL BEHAVIOR

POSITIVE WORK ENVIRONMENT

COMPLIANCE WITH LAWS, RULES, REGULATIONS AND POLICIES

FREQUENTLY ASKED QUESTIONS

WHY DO WE HAVE A CODE?

The Code serves as a guide for how you should conduct yourself as a member of the company’s team. Preserving our corporate culture and ensuring compliance with legal, regulatory and fiduciary duties is vital to the organization and following the Code helps us do that.

WHO MUST FOLLOW THE CODE?

All directors, officers, employees and temporary workers of Brookfield Reinsurance Ltd. and its wholly-owned subsidiaries.

WHAT ARE YOUR RESPONSIBILITIES?

You have two responsibilities. First, you must follow every aspect of the Code and certify your commitment each year. Second, if you suspect someone may be violating the Code or the policies referred to herein, you have an obligation to report it. To make a report, follow the section of the Code: “Reporting Potential Code Violations.”

HOW WILL I KNOW IF THERE IS A PROBLEM?

The Code attempts to deal with the most common issues that you may encounter, but it cannot address every question that may arise. When you’re not sure what to do, ask yourself the following questions:

If you answer “yes” to any of these questions your proposed conduct may violate the Code and you should ask for help.

HOW SHOULD I ASK FOR HELP?

If you have questions about the Code, any policies or guidelines referred to herein, or about the best course of action to take in a particular situation, you should seek guidance from your supervisor or a member of the company’s Legal & Regulatory Group (a list of these members and their contact information is set forth on Schedule A).

WHAT IF I WOULD LIKE TO MAKE AN ANONYMOUS REPORT?

You may make an anonymous report by contacting the company’s reporting hotline, which is operated by an independent third-party and is available 24 hours a day, 7 days a week. The Reporting Hotline phone numbers by jurisdiction are set forth on Schedule A. If you choose to make an anonymous report, your anonymity will be protected to the fullest extent possible as permitted by law. Keep in mind, however, that maintaining your anonymity may limit the company’s ability to investigate your concerns.

WHAT ARE THE CONSEQUENCES FOR VIOLATING THE CODE?

Violations of the Code or the policies and guidelines incorporated by reference herein, can vary in its consequences. If you’re an employee, it could result in a reprimand or other disciplinary action, including the termination of your employment at the company for cause. If you’re a director, a violation may necessitate your resignation. Certain violations of the Code also contravene applicable laws and therefore can have severe consequences outside of the company. Depending on your actions, failing to comply with the Code could lead to civil or criminal prosecution, which could result in substantial fines, penalties and/or imprisonment.

TABLE OF CONTENTS

SCHEDULE A – Contact Information

INTRODUCTION

This Code of Business Conduct and Ethics (“the Code”) applies to all directors, officers, employees and temporary workers² (collectively, “you” or “employee”) of Brookfield Reinsurance Ltd. and its wholly-owned subsidiaries (“we,” “us,” “our,” or the “company”).

STANDARDS OF BUSINESS CONDUCT

The company seeks to foster and maintain a reputation for honesty, openness, trust, integrity and professionalism. The confidence and trust placed in the company by our stakeholders is something we value greatly and endeavor to protect. In many respects, our reputation is our most vital business asset. Accordingly, all our activities should be conducted with honesty and integrity and in compliance with applicable legal and regulatory requirements.

We have adopted the Code and related policies and procedures to preserve our culture and to ensure compliance with legal, regulatory and fiduciary requirements applicable to our activities. We expect and require that you meet the letter and spirit of the Code (and related policies and procedures as updated and/or superseded from time to time). This Code incorporates by reference the following corporate policies and programs of the company and of Brookfield Corporation (“Brookfield”), as (including their jurisdictional variations, where applicable) which should be read in conjunction with the Code³:

PROTECTING THE COMPANY’S ASSETS, RESOURCES AND DATA

The company’s assets are to be used for legitimate business purposes only.

The company’s assets are for business, not personal use. The company’s assets span many categories. Assets can be physical, tangible goods, such as office supplies, furniture, computers or intangible items, such as intellectual property. You have a responsibility to safeguard the company’s assets from loss, damage, theft, misuse and waste. If you become aware of loss, damage, theft, misuse or waste of our assets, or have questions about your proper use of them, you should speak with your supervisor. The company’s name (including its corporate letterhead and logo), facilities and relationships are valuable assets and must only be used for authorized company business.

If you use the company’s assets for personal benefit or are otherwise wasteful with the company’s assets, you may be in breach of your duty to the company. You have a responsibility not to abuse company resources for reimbursement. Any requests for reimbursement for authorized company expenses must be for legitimate business expenses. If you are unsure whether a certain expense is legitimate, you should speak with your supervisor or refer to the company’s Travel and Expense Policy.

Confidential information must be protected at all times.

We must protect confidential information in our possession, both information about us and information about other companies, our customers, and our investors. Confidential information includes, but is not limited to, material non-public information, all confidential memos, notes, lists, records and other documents in your possession, in hard and soft copy. All of these are to be delivered to the company promptly after your employment ceases or at any time upon the company’s request, and your obligation to protect this information continues after you leave the company. You must protect hard and soft copies of confidential information that are removed from the office (e.g., to be worked with at home or at external meetings).

It is important to use discretion when discussing company business. This includes respecting information barrier protocols and discussing company business only with those individuals at the company that have a “need to know” the information. Additionally, be careful not to discuss company business in public places such as elevators, restaurants, and public transportation or when using your phone or email outside of the office. You should also be careful not to leave confidential information in unattended conference rooms or in public places where others can access it. You must complete mandatory data protection training and mitigate cybersecurity risks by being vigilant about opening attachments or clicking on links. Please refer to the Data Protection Program for further information about how to protect confidential and personal data. While at the company, if you become aware of confidential information about the company or another entity that you know or suspect has been inadvertently disclosed, seek guidance from a member of the Legal & Regulatory Group before using or acting upon this information.

Personal data held by or on behalf of the company must be used in compliance with data protection laws.

The company collects personal data regarding individuals both inside and outside the organization where we have the lawful basis for doing so. This is necessary to effectively and efficiently operate our business.

Personal data⁴ includes, among other things, sensitive personal, medical and financial information. We should take all reasonable steps to only hold personal data for as long as we have a need to retain it and in accordance with our Data Protection Program.

Collection and use of personal data are subject to various legal and regulatory requirements. You must take all reasonable steps to ensure that personal data is kept confidential and accessed only by those individuals at the company that have a need to know this information to carry out their duties. In addition, if it is necessary to the conduct of business to disclose personal data to a third-party (e.g., so that a third-party may provide services to the company or acquire an asset or business of the company) then you must ensure that such transfer complies with applicable legal and regulatory requirements. This may include ensuring the third-party is subject to a written agreement which contains confidentiality obligations and other obligations which must be included under the data protection laws of certain jurisdictions in which we operate or have customers or investors. In all other cases, you may only disclose personal data pursuant to a legal or regulatory requirement.

In the ordinary course, the company transfers personal data between jurisdictions in which the company operates, including outside the European Economic Area (“EEA”), United Kingdom, Brazil, China, Hong Kong, Japan, South Korea, the Dubai International Financial Centre (“DIFC”) and Singapore. If you transfer personal data outside the EEA, United Kingdom, Brazil, China, Hong Kong, Japan, South Korea, the DIFC, Singapore, or the Kingdom of Saudi Arabia, then you must ensure that it is permissible for you to do so (e.g., consent has been given by the individual or an appropriate data transfer agreement has been signed). In addition, you should ensure that the personal data is protected in a manner that is consistent with how personal data is protected by the company within these jurisdictions, and in any event in compliance with all applicable data protection laws.

You are responsible for ensuring that you understand and comply with our Data Protection Program. For more information about compliance with data protection laws, refer to the company’s Data Protection Policy and related policies referred to in the Data Protection Program.

Intellectual property belongs to the company.

During the course of your employment, you may be involved in the creation, development or invention of intellectual property such as concepts, methods, processes, inventions, confidential information and trade secrets, know-how, physical products, ideas, plans, programs, software, applications, code, works of authorship, trademarks, service marks and designs, alone or jointly with others, including but not limited to the improvement of existing intellectual property belonging to the company. All such intellectual property and the rights therein shall be owned by the company and your moral rights to such intellectual property, if any, will be waived. You are responsible for cooperating with the company and providing all necessary assistance, including the preparation and execution of any necessary documentation such as assignments and applications to register rights before relevant government authorities on behalf of the company, to ensure that all intellectual property and related rights become or are recognized as the exclusive property of the company.

The documents of the company must be preserved.

It is critical that you help preserve our business records, follow the guidelines set forth in any document retention policies and comply with related legal and regulatory requirements. If you are notified that your documents are relevant to an anticipated or pending litigation, investigation or audit, you must follow the guidance set forth in the notification you receive from legal counsel regarding retention of documents.

Ensure Generative Artificial Intelligence (AI) Tools are used appropriately.

Generative AI tools such as ChatGPT, Bard, Bing, Ernie, and other products with pre-trained language models are powerful tools that can benefit our business if used appropriately. The use of these tools, however, can present significant risks relating to the protection of confidential information and the reliability of AI generated outputs.

Any information inputted into a generative AI tool becomes incorporated into the model. This creates the potential for inputs to be owned by the product provider and for such inputs to be shared with other users outside the organization. Additionally, a generative AI tool is limited by the data available for its training. Such data may be incomplete or out of date, which can result in the model providing inaccurate or unreliable information.

Other than as set out below, confidential, non-public, personal or proprietary information should not be shared with generative AI tools. This includes information relating to:

Notwithstanding the foregoing, confidential, non-public, private and/or proprietary information can be shared with generative AI tools that have been explicitly approved and made available for confidential internal use through Brookfield’s internal Technology Services Group, subject to such guidelines and/or policies as may be prescribed.

Additionally, any output from a generative AI tool, including a version of an AI tool that has been approved for confidential internal use by the Technology Services Group, should be carefully reviewed and evaluated for its quality and accuracy. Brookfield and its employees remain responsible for the quality and accuracy of their work, including any judgments or decision making.

ACCURACY OF BOOKS AND RECORDS AND PUBLIC DISCLOSURES

Ensure that the books and records of the company are complete and accurate and that all business transactions are properly authorized.

The books and records of the company must reflect all its transactions in order to permit the preparation of accurate financial statements. Employees must never conceal information from (i) an external auditor; (ii) an internal auditor; or (iii) an audit committee of the company. In addition, it is unlawful for any person to fraudulently influence, coerce, manipulate or mislead an external auditor of the company.

The company’s contracts and agreements govern our business relationships. Because the laws governing contracts and agreements are numerous and complicated we have put in place policies and procedures to ensure that any contract entered into by the company has the appropriate level of approval. As a result, employees who enter into contracts or agreements on behalf of the company must have proper authorization to do so and, prior to their execution, these documents must be reviewed by legal counsel where required by policy or practice. Consult a member of the Legal & Regulatory Group if you are unsure whether you have proper authorization to enter into a contract on behalf of the company or one of its subsidiaries or whether such contract requires review.

Ensure that the company provides full, true and plain public disclosure.

All employees who are responsible for the preparation of the company’s public disclosures, or who provide information as part of this process, must ensure that public disclosures of information are made honestly and accurately. Employees must be aware of and report any of the following: (a) fraud or deliberate errors in the preparation, maintenance, evaluation, review or audit of any financial statement or financial record; (b) deficiencies in, or noncompliance with, internal accounting controls; (c) misrepresentations or false statements in any public disclosure document, such as annual and quarterly reports, prospectuses, information/proxy circulars and press releases; or (d) deviations from full, true and plain reporting of the company’s financial condition.

Additionally, each person who is in a financial reporting oversight role, and their Family Members,⁵ are prohibited from obtaining any tax or other services from the external auditor, irrespective of whether the company or such person pays for the services.

DUTIES TO STAKEHOLDERS

Deal fairly with the company’s stakeholders.

You must deal fairly with the company’s security holders, customers, suppliers, communities in which we operate, other stakeholders and competitors. To preserve our reputation and relationship with stakeholders, do not engage in any illegal or unethical conduct.

Manage customer capital as though it were your own.

The company has fiduciary responsibilities in managing the assets of its customers. You must be careful to avoid even the appearance of impropriety when dealing with customers and prospective customers, and investors, or in performing any related activities. In this regard, you must avoid engaging in any activity that could result in an actual, potential or perceived conflict of interest and avoid any action that may be perceived as a breach of trust, unless such activity is resolved in accordance with a framework that was fully and fairly disclosed to and approved by the relevant stakeholders in accordance with applicable legal and regulatory requirements. A “conflict of interest” for this purpose occurs when the company’s interest interferes, or even appears to interfere, with the interests of customers of the company.

COMMUNICATIONS AND MEDIA

Use the company’s various forms of communication properly and appropriately.

All business matters communicated in writing must be conducted via the company’s email system and/or through other systems provided and approved by the company for such use.⁶ These systems must be installed by Brookfield’s internal Technology Service Group on your devices. You must always use our email, Internet, telephones and other forms of communication appropriately and professionally. Employees must comply with our Enterprise Information Security Policy and all related policies.

While we appreciate the need for limited use of these tools for personal purposes, any such use should not be excessive or detract from your work. As outlined in the summary of the Code’s principles, electronic communications relating to business activities may not be conducted through electronic communications system that have not been specifically approved for business activities, including (among others) personal email accounts, personal text messaging, non-approved chat forums and social media.

Employees should not email business information to their personal email accounts or maintain a copy of business information on their personal computers or other non-work electronic devices. When using company-provided technologies, such as computers, cell phones and voicemail, you should not expect that the information you send or receive is private. Your activity may be monitored to ensure these resources are used appropriately and are in compliance with the company’s policies and laws and regulations; please refer to the Employee and Personnel Data Protection Policy and Privacy Notice.

Employees should take care when on the company’s email system, other systems and devices to ensure that no viruses, “trojan horses”, malware or similar items are introduced into the systems or devices, including by clicking on links in phishing emails. You should exercise particular caution when opening unsolicited emails from unknown sources or an email which appears suspicious. Always report all suspicious messages using the ‘Report Message’ button in Microsoft Outlook. Promptly report any unusual behavior or issues with our IT equipment. Your vigilance is crucial in ensuring the integrity of our systems, especially if you use our IT equipment/devices outside the workplace and you must take such precautions as we may require from time to time against importing viruses or compromising system security. The system contains information which is confidential and subject to data protection legislation. Such information must be treated with extreme care and in accordance with our Data Protection Policy and Data Protection Program.

Be cautious in your use of social media.

The company’s social media policy is that, unless you are expressly authorized, you are strictly prohibited from commenting, or posting about, or otherwise discussing the company, its customers, its investors, its employees, and its securities, investments and other business matters on all social media forums, including, but not limited to, social networks, chat rooms, wikis, virtual worlds and blogs (collectively, “social media”). You are a representative of the company when engaging in online activities and you must ensure that your behavior online, including on social media, is appropriate and consistent with our values. For further details on the appropriate use of social media, you should refer to Brookfield’s Global Media, Social Median and Communications Policy and Enterprise Information Security Policy.

Do not speak on behalf of the company unless authorized to do so.

As a public company, it is important to ensure our communications to the investing public are: (a) timely; (b) full, true and plain; and (c) consistent and broadly disseminated in accordance with all applicable legal and regulatory requirements. You may not make public statements on the company’s behalf unless you have been designated as a “Spokesperson” under its Disclosure Policy.

If a shareholder, financial analyst, member of the media or other third-party contacts you to request information, even if the request is informal, do not respond to it unless you are authorized to do so. In this event, refer the request to your supervisor or forward the request to an individual at the company employed in investor relations or communications. For further information, you should refer to the Disclosure Policy of the company.

CONFLICTS OF INTEREST AND PERSONAL BEHAVIOR

Exhibit personal behavior that reinforces a positive image of you and the company.

Your personal behavior, both inside and outside work, should reinforce a positive image of you, the company and its business activities. It is essential to use good judgment in all your personal and business dealings. You should refrain from engaging in activities that could hurt the company’s reputation, or yours, and that could undermine the relationship of trust between you and the company or the company and its stakeholders. Employees who have acted inappropriately may be subject to disciplinary action up to and including termination for cause.

Remember your duties to the company when participating in outside personal interests; obtain permission before pursuing business activities outside the scope of your role with the company.

The company encourages directors and employees to be active participants in their community. While pursuing personal, political, not-for-profit activities or other like activities, be mindful that your participation in any outside interest must not prevent you from adequately discharging your duties to the company and should not conflict with or otherwise be adverse to the company’s interests. In addition, ensure that when you are involved in these activities you are not seen to be speaking or acting on behalf of the company without express authority.

“Outside Business Activities,” otherwise known as “OBAs” include any business activities outside the scope of one’s role with the company, including any activity as an employee, independent contractor, sole proprietor, officer, director, or partner of another business organization, regardless of whether compensation is involved. Employees must receive approval from their business unit and a member of the Legal & Regulatory Group prior to accepting an OBA. Directors of the company must advise the Chair of their Board of Directors prior to taking on any OBAs. Subject to any local regulatory requirements, prior approval is not required to serve on boards of charities or small, private family holding companies that have no relation to the company. For greater clarity, approval is not needed to serve on the board of a family holding company which is an extension of one’s personal business affairs; however, it is needed to serve on the board of a private operating business with significant operations. When in doubt whether you need to obtain permission, consult with a member of the Legal & Regulatory Group.

Avoid situations in which your personal interests conflict with the interests of the company, its customers or investors.

A “conflict of interest” for this purpose occurs when a person’s private interest inclines the person, consciously or unconsciously, or appears to incline the person to act in a manner which is not in the interests of the company. You may have a conflict of interest if you are involved in any activity that prevents you from performing your duties to the company properly, or that may create a situation that could affect your ability to act objectively, effectively and in the best interests of the company, including due to among other things, personal interests or receipt of benefits from our relationships with companies, business partners, counterparties, investment banks, brokerage firms, service providers, and other constituencies. Accordingly, you must place the company’s interest in any business matter ahead of any personal interest. Remember that the company’s interest includes the company’s obligations to its counterparties.

You may also have a conflict of interest or the appearance of a conflict of interest as a result of a “close personal relationship” with another employee at the company or Brookfield. To ensure that these relationships are managed appropriately, and to deal with any possible conflicts of interest in an appropriate and responsible manner, you are expected to disclose the existence of such relationships to your Human Resources (“HR”) department.

For purposes of the Code, a close personal relationship includes, but is not limited to, relationships with a parent or parent equivalent (e.g., adoptive parent), close relative or friend, spouse, fiancée, common law or anyone else with whom you are in, or have been in, a romantic or intimate relationship.

The best way to judge whether you may have a conflict of interest is to ask yourself whether a well-informed person would reasonably conclude that your interest, activity or close personal relationship could in any way influence your decision or performance in carrying out a duty on behalf of the company. To avoid conflicts of interest, identify potential conflicts when they arise and contact internal legal counsel if you are unsure whether a specific interest or activity gives rise to a conflict situation or contact HR to disclose any close personal relationship that may give rise to a conflict. Directors should consult with the Chair of their Board of Directors on conflicts matters. In addition, if you become aware of any conflict or potential conflict of another director, officer or employee, you should consult HR, internal legal counsel or the Chair of your Board of Directors, as appropriate.

Do not take corporate opportunities as your own personal opportunities.

You are prohibited from taking personal advantage of a business or investment opportunity that you become aware of through your work at the company. You owe a duty to the company to advance its interests when the opportunity arises, and you must not compete with the company in any way. Additionally, your personal trading activities must comply with the company’s Personal Trading Policy.

POSITIVE WORK ENVIRONMENT

Be committed to our respectful work environment free from discrimination,⁷ violence⁸ and harassment.⁹

We are committed to promoting equal opportunities and diversity in the workplace. We value diversity, equity and inclusion and we should all do our part to maintain our respectful work environment where everyone feels safe, included and productive. The company does not tolerate workplace discrimination, violence or harassment. All directors, officers and employees must work to ensure that the company is a safe and respectful environment where high value is placed on integrity, fairness and respect. For more information on the company’s commitment to its positive work environment, refer to the company’s Positive Work Environment Policy.

You have a duty to report discrimination, violence and harassment.

If you experience or become aware of what you believe to be discrimination, violence or harassment, you are expected to report it in accordance with the “Reporting Potential Code Violations” section of the Code and/or in accordance with the Positive Work Environment Policy.

Reports of discrimination, violence or harassment will be taken seriously and investigated. If you are found to be discriminating against, acting or threatening to act violently towards, or harassing any individual at the company, or if you knowingly condone the discrimination of, violence towards, or harassment of another individual, you will face corrective action up to and including termination without notice and for cause.

We want to create a culture of reporting when it comes to discrimination, violence and harassment, as reporting is essential for us as a company to stamp out these behaviors. While we reserve the right to take corrective action if you knowingly make a false accusation about an innocent party, you will not face retaliation for making a good faith report or assisting in the investigation of a report.

Be committed to ensuring the health and safety of fellow directors, officers and employees.

We all have the right to work in an environment that is safe and healthy. In this regard, you must:

If you or someone you know is in immediate danger of serious bodily harm, first call local law enforcement authorities and then report the incident in accordance with the “Reporting Potential Code Violations” section of the Code and/or in accordance with the Positive Work Environment Policy.

Human Rights and Modern Slavery.

We are committed to conducting business in an ethical and responsible manner, including by carrying out our activities in a manner that respects and supports the protection of human rights including but not limited to:

We strive to embed these standards into all of our core business activities, including training, communications, contracts and due diligence processes set out in Brookfield’s Sustainability Due Diligence Protocol and Vendor Management Program. These practices extend to our interactions with our key suppliers and other business partners. For more information about our business practices and systems and controls to safeguard against modern slavery and human trafficking, please refer to Brookfield’s Human Rights and Modern Slavery Policy.

COMPLIANCE WITH LAWS, RULES, REGULATIONS AND POLICIES

Know and comply with all laws, rules, regulations and policies applicable to your position.

Our business is highly regulated, and the company is committed to compliance with applicable laws, rules, regulations and policies. Each of us must recognize our personal obligations as individuals, to understand and comply with the laws, rules, regulations and policies that apply to us in the conduct of our duties, including those that apply specifically to public companies, insurance or reinsurance companies and investment advisers, as well as laws with broader applicability such as prohibitions on insider trading and other forms of market abuse.

Many of the company’s activities are governed by laws, rules, regulations and policies that are subject to change. If you have questions about the applicability or interpretation of certain laws, rules, regulations or policies relevant to your duties at the company, you should consult with the company’s internal legal counsel. In the event a local law, custom or practice conflicts with the Code you must adhere to whichever is most stringent. If you know of any of our practices that may be illegal, you have a duty to report it. Ignorance of the law is not, in general, a defense to breaking the law. We expect you to make every reasonable effort to become familiar with the laws, rules, regulations and policies affecting your activities and to comply with them. If you have any doubts as to the applicability or interpretation of any of the above, you should obtain advice from the company’s internal legal counsel.

Do not trade in the company’s securities and in any other publicly-traded securities if you possess material non-public information.

While at the company, you may have access to or become aware of material non-public information,¹⁰ either about the company, Brookfield, its affiliates or an unrelated publicly-traded entity. You must not use this information to gain a financial advantage for yourself or others, either by way of making a trade for yourself, “tipping” others on the information (i.e., disclosing the information to others such as relatives or friends), or otherwise. Doing so is not only a violation of the Code that will result in immediate termination for cause but is also a serious violation of securities laws and will expose any individuals involved to potential civil and criminal prosecution.

Prohibitions on trading in Brookfield securities may apply when a Brookfield entity is in a quarterly blackout period relating to the release of its earnings or when it is in a special blackout period. Information on blackout periods can be obtained via the company’s intranet.

If you have questions about securities laws or the company’s internal trading policies and procedures, contact the company’s internal legal counsel or refer to the Personal Trading Policy.

Depending on your role at the company, you may have to pre-clear trades or avoid trading altogether.

There are three categories of employees under the company’s Personal Trading Policy – Investment Access Persons, Access Persons and Insiders.

Employees are designated within these categories based on their position, role, responsibility and/or activities at the company, as set out in more detail in the Personal Trading Policy. The company’s Human Resources Department will designate employees under a category to the extent applicable as Investment Access Persons, Access Persons or Insiders upon hire and, to the extent necessary, update such designations in connection with changes in roles and/or titles. The company’s Legal & Regulatory Group will notify employees of their designation and the implications thereof upon hire and in connection with any designation changes thereafter.

Insiders, Access Persons, and their Family Members must pre-clear their trades in both company and non-company securities (i.e., all tradeable securities). All non-employee directors must pre-clear trades in the company’s or Brookfield Corporation’s securities only.

Investment Access Persons and their Family Members must pre-clear their trades in Brookfield securities.

Investment Access Persons and their Family Members are generally prohibited from making personal trades in all non-company or non-Brookfield securities. Such persons must delegate their trades in non-company or non-Brookfield securities to a blind trust or a third-party financial advisor who has full discretion over investment decisions. As a general matter, these types of accounts over which you have no discretion should be managed by arm’s length third-parties that are not your family members.

For more information about trading pre-clearance and trading activities in third-party discretionary accounts, refer to the company’s Personal Trading Policy.

Do not give or receive bribes, including “facilitation payments”.

We value our reputation for conducting business with honesty and integrity. It is vital for us to maintain this reputation as it generates confidence in our business by our stakeholders, which ultimately means it is good for business. We do not pay bribes in furtherance of our business, either directly or indirectly, and you are not permitted to pay bribes on our behalf or authorize others to pay bribes on our behalf. This commitment comes from the highest levels of management and you must meet this standard. A bribe is anything of value that is offered, promised, given or received to improperly influence a decision or to gain an improper or unfair advantage in promoting, enhancing, obtaining or retaining business. Bribery may not always be in the form of cash payments and may take many other forms, including gifts, travel, hospitality, political contributions, charitable donations, employment opportunities, internships, and secondments. Facilitation payments¹¹ are also a form of bribe and are therefore not permitted. For further details, refer to the company’s Anti-Bribery and Corruption Policy.

Giving or receiving gifts/entertainment should be reasonable, and in certain cases prohibited.

Gifts and entertainment given to or received from persons who have a business relationship with the company are generally acceptable, if the gift or entertainment is modest in value, appropriate to the business relationship, and does not create an appearance of impropriety. No cash or cash equivalent payments should be given or received. Employees who do not comply with these requirements may be required to reimburse the company for the value of any gifts or benefits they make or receive on behalf of the company. Violations can result in severe consequences for you and/or the company, including findings of violations of laws, disciplinary action by the company (up to and including dismissal for cause), and related civil penalties.

For further details, refer to the relevant Guideline for the Giving and/or Receipt of Gifts, Meals & Other Entertainment, and the Making and/or Soliciting of Charitable Donations applicable in your jurisdiction.

There may be restrictions on your political donations to candidates and political parties.

In certain jurisdiction, political donations made on behalf of the company are prohibited. Political donations made by individuals on their own behalf should comply with local laws and regulations. In Canada, political donations made on behalf of the company are prohibited. In the U.S., various federal, state, and municipal laws and regulations impose specific restrictions and rules with respect to political contributions, both those made on behalf of the company or made by individuals on their own behalf, which can carry significant penalties for the company for violations. 12 To ensure that we do not breach the law regarding political donations in any country, all political donations, no matter how small, made on behalf of the company (directly or indirectly) must be approved in advance by the applicable regional head. The company’s regional political contributions policies should be consulted and adhered to before making any political contributions on behalf of the company or by individuals and/or their Family Members on their own behalf.

We must prevent the use of our operations for money laundering or any activity that facilitates money laundering, the financing of terrorism, or other criminal activities.

The company is strongly committed to preventing the use of its operations for money laundering, the financing of terrorism, or other criminal activities, and will take appropriate actions to comply with applicable anti-money laundering laws Brookfield has procedures for conducting anti-money laundering due diligence on investments and divestments. The company maintains programs for ensuring that investors in Brookfield-managed vehicles are adequately screened and verified and that the company’s other business activities are in compliance with applicable anti-money laundering laws and related requirements. For further details, refer to Brookfield’s Anti-Money Laundering and Trade Sanctions Policy.

We must comply with all sanctions laws applicable in the jurisdictions in which we operate.

The U.S. and other jurisdictions and international organizations utilize economic sanctions to promote national security or advance foreign policy objectives. These sanctions prohibit companies from conducting business with certain countries, individuals or entities. Restricted activities may include transfers of assets, monetary payments, provision of services, financial dealings, exports and imports and travel to certain countries.

The company is required by law to comply with sanctions restrictions applicable in the jurisdictions in which it operates and in other jurisdictions such as the U.S. where such laws have extra jurisdictional reach. For further details, refer to Brookfield’s Anti-Money Laundering and Trade Sanctions Policy.

You should consider your rights and obligations when providing information to governmental authorities.

Either during or following your employment or directorship at the company you may be contacted by governmental authorities (e.g., law enforcement, securities regulators, etc.) who are seeking confidential information from you which you obtained through your association with the company.

Whether you are able to respond to these questions or not, we strongly recommend that, for your own protection, you do not speak with the authorities without first seeking legal advice on your rights and obligations. In this situation, you may contact the company’s internal legal counsel who can help you retain counsel that can assist you.

Notwithstanding the foregoing, nothing in the Code prohibits or restricts you in any way from providing information to a governmental authority pursuant to applicable whistleblowing regulations. For further information, refer to the Whistleblowing Policy.

You have internal reporting obligations in the event you are convicted of a felony or misdemeanor.

We are only as good as our people, and therefore our reputation as a leading capital solutions business providing insurance and reinsurance services to individuals and institutions depends on the reputation of the individuals who serve the company as a director, officer or employee. Our screening process at the company is rigorous and includes background checks so that we have the best information possible about our prospective directors, officers and employees. Once at the company, we expect you to continue to adhere to these principles of openness, honesty and transparency. If at any time while you are associated with the company you are convicted of a felony or misdemeanor (or been subject to any similar conviction in any jurisdiction) or are involved in any conduct that you think may be relevant to your reputation, you have an obligation to report this information to internal legal counsel or your supervisor so that it may be appropriately documented internally.

REPORTING POTENTIAL CODE VIOLATIONS

You are expected to make good faith reports.

Internal reporting is critical to the company’s success, and it is both expected and valued. You are required to be proactive and promptly report any suspected violations of the Code, or any illegal or unethical behavior or misconduct that you become aware of or are involved with. When making a report, please include specific details and back-up documentation where feasible in order to permit adequate investigation of the concern or conduct reported. Vague, nonspecific or unsupported allegations are inherently more difficult to pursue.

Employees are expected to report actual or potential misconduct or violations of the Code to their supervisor in the first instance, since their supervisor is generally in the best position to resolve the issue. Alternatively, you may contact the HR Department or the company’s internal legal counsel to report any actual or potential misconduct or Code violations, or if you have any specific or general questions. Directors should promptly report violations to the Chair of their Board of Directors.

If you have questions about securities laws or the company’s whistleblowing policy, contact the company’s Legal & Regulatory Group, or refer to the Whistleblowing Policy.

In the event you do not want to report violations to your supervisor, HR, or the company’s Legal & Regulatory Group, you can always make a report through the company’s reporting hotline.

Our reporting hotline (the “Reporting Hotline”) is managed by an independent third-party. The Reporting Hotline allows anyone to call anonymously (if they so choose) to report suspected unethical, illegal or unsafe behavior in English and other languages. The Reporting Hotline is available toll-free, 24 hours a day, 7 days a week. Refer to the “Contact Information” section of the Code for the Reporting Hotline phone numbers by jurisdiction. If you choose to make an anonymous report, your anonymity will be protected to the fullest extent possible as permitted by law.

Reports will be kept confidential and will be dealt with appropriately.

The confidentiality of reported violations will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review and subject to applicable law. You may wish to identify yourself to facilitate our investigation of any report; however, you can make an anonymous report by calling the Reporting Hotline. The party receiving the initial report must record its receipt, document how the situation was dealt with and file a report with internal audit, which will be retained for the record. The Chief Internal Auditor will report all illegal and unethical conduct in violation of the Code to the appropriate Board of Directors, or a committee thereof as appropriate, and externally in accordance with applicable laws.

The company prohibits retaliation against anyone who reports suspected violations of the Code or any law or regulation.

No retribution or retaliation will be taken against any person who has filed a report based on the reasonable good faith belief that a violation of the Code or any law or regulation has occurred or may in the future occur; however, making a report does not necessarily absolve you (if you are involved) or anyone else of the breach or suspected breach of the Code. The company reserves the right to discipline you if you provide false information or make an accusation you know to be untrue. This does not mean that the information that you provide has to be correct, but it does mean that you must reasonably believe that the information is truthful and demonstrates at least a possible violation of the Code. If you believe that you have been unfairly or unlawfully retaliated against, you may file a report with your supervisor, the HR team, or the company’s Legal & Regulatory Group, or by calling the Reporting Hotline.

You are required to cooperate in any internal investigation.

Directors, officers and employees are required to cooperate in any internal investigation into allegations of illegal or unethical behavior or misconduct. In connection with an internal investigation, you must provide honest, accurate and complete information.

DISCIPLINARY ACTION FOR CODE VIOLATIONS

Please note that we reserve the right to take disciplinary action for Code violations that fits the nature and particular facts of the violation. This could include immediate termination for cause and, if warranted, legal proceedings may be brought against you.

STATEMENT OF COMPLIANCE

Upon starting at the company, each director, officer, employee and temporary worker who is subject to this Code will be provided with a copy of the Code and policies referred to herein and is required to sign an acknowledgement. The acknowledgement is maintained by the company’s Legal & Regulatory Group. On an annual basis, each director, officer, employee and temporary worker who is subject to this Code will be required to re-certify compliance with the Code. Annual execution of a Statement of Compliance with the Code and policies referred to herein or an annual certification of the Code shall be a condition of your continued directorship, employment or engagement with the company.

WAIVERS

A waiver of the Code will be granted only in very exceptional circumstances. A Code waiver for the company’s employees, other than the company’s executive officers, must be approved by the CEO. A Code waiver for the company’s Board of Directors or executive officers must be approved by the Chair of the Board.

AMENDMENTS

The company’s Board of Directors reviews and approves the Code on at least an annual basis and is ultimately responsible for monitoring compliance with the Code.

SCHEDULE A

CONTACT INFORMATION

REPORTING HOTLINE

Two-Stage Dialing:

India – 000-117, then 800-795-2716

Peru – 0-800-70-088, 0-800-50-000 or 0-800-50-288, then 800-795-2716

United Arab Emirates—8000-021, 8000-051 or 8000-061, then 800-795-2716

Collect Worldwide – 770-613-6339

Online –www.brookfield.ethicspoint.com

Note:

Any officers, employees and directors of American National Group, LLC should contact the toll-free 24-hour telephone hotline (866-835-6342) and website (www.reportlineweb.com/americannational) to report possible violations of the Code, company policy or applicable law.

OFFICER AND DIRECTOR CONTACTS – BROOKFIELD REINSURANCE LTD.

Lead Independent Director

William Cox

Ideation House, 1st Floor, 94 Pitts Bay

Road, Pembroke, HM08, Bermuda

Email: bnre.enquiries@brookfield.com

LEGAL & REGULATORY CONTACTS – BROOKFIELD REINSURANCE LTD.

Managing Director, Legal & Regulatory

Lyndsay Hatlelid

Brookfield Place

181 Bay Street, Suite 100

Toronto ON M5J 2T3, Canada

Email: lyndsay.hatlelid@Brookfield.com

Telephone: (416) 359-7868

Regulatory Compliance

Ronald Fisher-Dayn

Brookfield Place New York

250 Vesey Street, 15th Floor

New York, NY 10281

Email: ronald.fisher-dayn@brookfield.com

Telephone: (212) 978-1763

Brian Canfield

Brookfield Place New York

250 Vesey Street, 15th Floor

New York, NY 10281

Email: brian.canfield@brookfield.com

Telephone: (212) 978-1737

LEGAL NOTICE

The company reserves the right to modify, suspend or revoke the Code and any related policies, procedures, and programs at any time. The company also reserves the right to interpret and amend the Code and these policies in its sole discretion. Any amendments to the Code will be disclosed and reported as required by applicable law.

To the extent the company or its subsidiaries employ unionized employees, if the Code conflicts with a collective bargaining agreement governing the waves and/or conditions of employment for unionized employees, the collective bargaining agreement will prevail. If a collective bargaining agreement is silent with respect to an area addressed in the Code, or if the Code supplements a collective bargaining agreement, unionized employees are expected to abide by the Code.

Neither the Code, nor any of the policies referred to herein, confer any rights, privileges or benefits on any employee, create an entitlement to continued employment at the company, establish conditions of employment for the employee, or create an express or implied contract of any kind between employees and the company. In addition, the Code does not modify the employment relationship between employees and the company.

The Code is posted on our website and intranet. The version of the Code on our website and intranet may be more current and supersedes any paper copies, should there be any discrepancy between paper copies and what is posted online.

Exhibit 99.3

PERSONAL TRADING POLICY

May 1, 2024

Introduction

This Personal Trading Policy (this “Policy”) applies to all individuals as set out herein including all directors and employees of Brookfield Reinsurance Ltd. and its subsidiaries (“we,” “us,” “our” or the “company”)¹.

Note that the activities of your spouse, partner and family members who live in the same dwelling as you (collectively, “Family Members” and each a “Family Member”) are also subject to the restrictions set out in this Policy to the same extent they apply to you. You are responsible for ensuring compliance with this Policy by your Family Members.

The objective of this Policy is to provide guidance on when it is permissible for directors and employees of the company (and their Family Members) to trade in securities¹ for their personal accounts, when such actions are prohibited, and the protocol to be followed when personal trading is conducted. In all cases, this Policy is designed with a view to avoid the risk of situations arising whereby you and/or the company could be harmed through damaged reputation or legal action.

For the purposes of this Policy, your personal trading activities are considered to include your own trading activities and those of your Family Members, as well as activities in any other account(s) over which you and/or your Family Members have trading authority or exercise similar influence, other than in the course of employment (e.g. this Policy applies to your activities as the treasurer or investment officer of a charitable organization or foundation or acting as a formal or informal investment advisor for relatives, friends or investment clubs). This Policy covers trading in all types of securities, including those issued pursuant to an initial public offering or a private placement, or traded in the secondary market.

The provisions of this Policy prohibiting trading and other activities while in possession of material non-public information (as defined below) apply not only during the course of your tenure with the company, but also after the completion or termination of such service. There is no specified period of time over which those provisions of this Policy may apply following your tenure at the company, as they will only cease once the information in your possession is no longer: (i) material or (ii) non-public.

Under certain limited circumstances, the internal legal counsel may grant exceptions to the requirements set out in this Policy as they deem appropriate. Any such exception must be recorded in writing and saved in files.

During the course of your employment, if you become subject to another Brookfield (as defined below) personal trading policy in addition to this Policy, you should also refer to your obligations under such policy.

If you have questions regarding this Policy or the best course of action in a particular situation, you should seek guidance from internal legal counsel or the compliance department (as set out in Appendix A).

Consequences of Non-Compliance

As is the case with policies of this nature, it is important to use common sense. If a securities trade becomes the subject of scrutiny, it will be viewed after the fact by regulators and others with the benefit of hindsight and may expose you to the risk that the trade was improper, either because a real or perceived conflict of interest existed, the trade violated securities laws or otherwise. Before engaging in any trade, you should carefully consider how the trade may be construed with the benefit of hindsight.

Violations of this Policy can have severe consequences. If you (or a Family Member) trade contrary to what is permitted in this Policy, or fail to pre-clear a trade when required, you may be asked to cancel or reverse the trade and/or your trading privileges may be suspended for an indefinite period of time. If required to reverse or cancel a trade, you (or a Family Member) would be responsible for any trading losses, while the company reserves the right to compel you (or a Family Member) to forfeit any trading gains to the company. A trading violation could also result in disciplinary action by the company up to and including dismissal for cause, depending upon the severity of the violation. Additionally, the criminal and civil consequences of violating securities laws (see page 5), such as the prohibitions on insider trading and “tipping,” can be severe and may include fines, sanctions, substantial jail terms and penalties of several times the amount of profits gained or losses avoided. Directors and employees must also comply with all securities laws as a matter of corporate policy.

The company has zero tolerance for insider trading and related activities (e.g., tipping). In addition, regardless of whether we or you deem the information to be material, you and your Family Members must refrain from making personal trades on the basis of confidential information learned in connection with the company’s business activities, including trading in securities of: (a) the company to which the information directly relates and (b) a related company (such as a competitor or peer company, customer, supplier, or economically linked company).

For your protection, the company also strongly encourages you and your Family Members to have your personal financial investments managed through Blind Trusts or Discretionary Accounts (in each case, as defined in Part IV) that are managed by third parties who are not Family Members. While these accounts need to be reported to the company (and are subject to verification with the third-party manager), trading through such accounts is not reportable to the company and is not subject to pre-clearance requirements, as set out in more detail in the Policy.

We would note that personal trading activities generally are permitted, provided they are in compliance with the requirements set out in the Policy and do not otherwise conflict with or have adverse implications to the company, such as a high level of trading activity that prevents an employee from adequately discharging their duties to the company.

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Application of this Policy

Directors, employees and their Family Members of the company are required to conduct personal trading activities in compliance with securities laws, the company’s Code of Business Conduct and Ethics, and this Policy.

This Policy is divided into four parts:

Part I – requirements for all personnel of the company that are subject to this Policy;

Part II – additional requirements for non-employee directors (i.e., in addition to Part I);

Part III – additional requirements with respect to major subsidiaries of the company; and

Part IV – additional requirements for designated employees known as “Covered Persons” (i.e., in addition to Part I).

There are two types of Covered Persons: Investment Access Persons (“IAP”) and Access Persons (“AP”). Each classification of Covered Person is determined by virtue of their position, role, responsibility and/or activities in the company’s sole discretion. If you are designated as an IAP or AP, the company’s Human Resources department (“HR”) will advise you of this.

Lists of all Covered Persons are maintained by Human Resources in Workday. If you have any questions regarding your designation or which rules apply to you, you should seek guidance from the company’s internal legal counsel or compliance department.

Certification and Reporting

Upon joining the company, you will be provided with a copy of this Policy. All Covered Persons will be required to certify annually that they, and their Family Members, have conformed to the requirements of this Policy. Covered Persons may also have ongoing internal or external reporting obligations, as noted in this Policy.

PART I: GENERAL RULES APPLICABLE TO ALL DIRECTORS AND EMPLOYEES

Securities Laws

Insider Trading

As a rule, if you have “material” “non-public” information about any entity, and if you directly or indirectly through any person acting on your behalf, buy or sell securities of that entity before the information is public or no longer material, then you will have violated securities laws. Such trades are therefore not permitted under this Policy.

Information about an entity is “material” if a reasonable investor would consider it important when deciding to buy, sell or hold that entity’s securities or if the information would reasonably be expected to result in a change in the market price or value of the securities.²

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Due to the exchangeable nature of the class A limited voting shares of the company, material information in respect of the company will also include material information regarding an investment in the class A limited voting shares of Brookfield Corporation (“BN”).

Information is “non-public” until it has been generally disclosed to the public and adequate time has passed for the securities markets to digest the information.

Material non-public information includes various types of information regarding an issuer, such as for example advance notice regarding: (i) changes in senior management; (ii) mergers, acquisitions or other strategic transactions (e.g., privatization, credit arrangement, a private investment in public equity (or PIPE) transaction, etc.); (iii) entry into or cancellation of material contracts, licenses, permits or concessions; (iv) significant pending or threatened litigation; (v) upcoming securities offerings; (vi) dividend/distribution increase or decrease; and/or (vii) financial results or estimates (e.g., earnings guidance).

If you are not sure whether information is material or non-public, consult with the company’s internal legal counsel or compliance department for guidance before engaging in a transaction.

Tipping

“Tipping” arises when you disclose material non-public information about any publicly-traded entity to another person and that person either: (i) trades in a security related to the information that you provided; or (ii) provides the information to a third person who then makes a trade in a related security. Tipping is a violation of law, even if you do not personally make a trade or otherwise benefit from disclosing the information. You are prohibited from disclosing material non public information to others outside the company, including relatives and friends. You must also refrain from discussing material nonpublic information with others at the company unless they have a business need to know this information.

Trading Advice

If you have material non-public information about the company, BN or their affiliates (“Brookfield”)³ or an entity with which Brookfield does business, or may do business with, or Brookfield has invested in, or has otherwise acquired information regarding, you are not permitted to, and should not give trading advice of any kind to any person, including relatives or friends, while in possession of that information.

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Other Prohibited Transactions

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Insider Reporting

Certain directors and employees of the company or its subsidiaries may be considered “reporting insiders” under applicable securities laws (“Reporting Insiders”) and are required to file insider reports for particular publicly reporting entities. In general, Reporting Insiders are persons who hold certain high-level company positions and those persons who both: (i) receive or have access, in the ordinary course, to material non public information about an entity; and (ii) have the ability to exercise, directly or indirectly, significant power or influence over the business, operations, capital or development of such entity. This would generally include the boards of directors of our company and any major subsidiaries as defined by securities law and their CEO, CFO, Chief Operating Officer (“COO”) and others with similar levels of authority. The company’s internal legal counsel and compliance department maintains a list of all individuals who are considered Reporting Insiders for our company.

If you fall within the definition of a Reporting Insider for our company, you must comply with any applicable insider reporting requirements in respect of transactions in the securities of such entity. A description of the relevant Canadian insider reporting guidelines is set out in Appendix B.

Application of Policy to former Covered Persons and Directors

As noted above, the provisions of this Policy prohibiting trading and other activities while in possession of material non-public information continue to apply to Covered Persons and directors after the completion or termination of their tenure or service with the company or Brookfield, as applicable.⁶ Indeed, former Covered Persons and directors remain subject to applicable securities law and are therefore prohibited from trading, tipping or recommending trades in Brookfield Securities or any other securities while in possession of material non-public information relating to such securities.

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PART II: ADDITIONAL RULES APPLICABLE TO NON-EMPLOYEE DIRECTORS

Transactions by non-employee directors and their Family Members in the company or BN Securities (collectively, “Company Securities” and each, a “Company Security”) are permitted, provided that all such trades in Company Securities do not occur during any applicable restricted periods and are pre-cleared.

To pre-clear a trade in a Company Security, a director must email and receive approval from internal legal counsel. Approved transactions must be executed by the end of the second business day following the receipt of such approval (e.g., if a trade request is approved on a Monday then the trade must be executed by close of business on Wednesday). Directors should speak with internal counsel to determine whether a trade in a Company Security requires an insider report to be filed, in which case the director will file an insider report in accordance with the guidelines set forth on Appendix B and/or other applicable laws.

The company may, from time to time, notify you of additional securities that should be subject to the pre-clearance requirements on a temporary basis based on information that is expected to be shared with the relevant board of directors; however, regardless of whether such notification has or has not been provided with respect to information shared with directors, directors are subject to applicable securities law and the prohibition on transacting with material non-public information. Directors should contact the company’s legal team if there is any uncertainty as to whether information shared with the director is material non-public information regarding an issuer.

The applicable list of non-Company Securities (if any) in which directors of the company must pre-clear is distributed to the board on a quarterly basis.

However, a director may, in the course of his or her directorship with the company, come into contact with material non-public information regarding entities other than the company, and it is incumbent upon the director to take due caution in his or her personal trading in such situations to ensure no securities laws are breached. A director should consult with a member of the company’s internal legal team if he or she encounters such situations.

PART III: ADDITIONAL RULES APPLICABLE WITH RESPECT TO

MAJOR SUBSIDIARIES OF THE COMPANY

Internal counsel for the company is responsible for determining which of their subsidiaries are “major subsidiaries (as such term is defined under applicable Canadian securities law)⁷ and implementing appropriate measures to ensure compliance with applicable securities laws.

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PART IV: ADDITIONAL RULES APPLICABLE TO COVERED PERSONS

Personal Trading

The following additional rules govern the personal trading of all Covered Persons:

Blind Trusts / Discretionary Accounts

All Covered Persons and their Family Members are permitted to open the following accounts and have securities trades executed on their behalf in such accounts:

Blind Trusts and Discretionary Accounts are subject to internal reporting obligations (see “Internal Reporting Obligations” below). However, trading activity in these accounts is not subject to the pre- clearance requirements of this Policy.

Reporting Insiders for a Brookfield Security may not hold such security in a Blind Trust or a Discretionary Account due to insider reporting requirements. In the event that a Reporting Insider holds any securities in a Blind Trust or Discretionary Account they must direct the manager of such account not to acquire Brookfield Securities that will be beneficially owned by the Reporting Insider.

Permitted Securities

Transactions by Covered Persons and their Family Members in the following types of securities (“Permitted Securities”) are exempt from the pre-clearance requirements of this Policy, provided that such securities are not convertible, exchangeable or exercisable for or into Marketable Securities (as defined under “Marketable Securities”) in the discretion of the investor; however, while Brookfield does not expect to come into possession of material non-public information regarding these types of securities, Covered Persons remain subject to applicable securities laws in connection with transactions in Permitted Securities, including restrictions on trading in Permitted Securities while in possession of material non-public information relating to such securities:

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A “diversified portfolio of securities” generally is one where (a) there are at least twenty component securities; (b) no component security comprises more than 20 percent of the portfolio; and (c) each component security is listed on a regulated securities exchange, publicly traded and highly liquid.

Brookfield Securities

Trading in Brookfield Securities

Transactions by Covered Persons (and their Family Members) in Brookfield Securities are permitted, provided they are (a) pre-cleared in advance of execution and (b) not executed during the restricted period applicable to the relevant Brookfield entity, notwithstanding when preclearance for the trade was obtained. If a Covered Person wishes to execute an order in Brookfield Securities, they must submit a request for pre-clearance through the company’s automated trade pre-approval system (ComplySci). While pre-cleared transactions generally must be executed within a two-business day period, a trade in a Brookfield entity’s securities in respect of which pre-clearance was obtained less than two business days prior to the beginning of the entity’s restricted period must be executed prior to the beginning of the restricted period. The restricted periods applicable to Brookfield entities are listed on the Intranet.

This Policy only applies to actual trades in Brookfield Securities. Pre-clearance and receipt of pre-approval for the exercise of stock options into Brookfield Securities by a Covered Person are outside the scope of this Policy.

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Rather these types of trades are governed by Brookfield’s stock option exercise procedures. For further information on stock options, contact a representative from human resources.

Specific approval is also not required for transactions in Brookfield Securities that are either: (i) non- volitional in nature, including mergers, recapitalizations, distributions-in-kind or similar transactions; or

(ii) purchases that are part of an automatic DRIP. Note that the decision to enter into or exit a DRIP, however, must be pre-cleared in accordance with this Policy.

Restricted Periods in Brookfield Securities

Covered Persons and directors are not permitted to, directly or indirectly through any person acting on their behalf, buy or sell Brookfield Securities during a trading restricted period. Regular trading restricted periods generally commence at the close of business on the last business day of a quarter and end on the beginning of the first business day following the earnings call discussing the quarterly results.

Also, from time to time, other types of material non-public information regarding Brookfield (such as negotiations of mergers, acquisitions or dispositions) may be pending and not publicly disclosed. While such information is pending, special restricted periods may also be imposed on some or all Covered Persons and directors. When Brookfield imposes a special restricted period on a security, no Covered Person or director subject to the special restricted period is permitted to trade in the blacked-out security until the restriction has been lifted.

The prohibition on trading during a restricted period also applies to any securities issued pursuant to a Brookfield DRIP. Covered Persons and directors may not make any election under a Brookfield DRIP during a restricted period, including an election to enter into the DRIP or exit the DRIP. Covered Persons and directors seeking to participate in a Brookfield DRIP must elect to enter into the DRIP during a non- restricted period and may only elect to exit this DRIP during a non- restricted period.

Although Covered Persons are prohibited from exercising stock options for cash during a restricted period, they are not prohibited from exercising stock options during a restricted period if such exercise is conducted as a bilateral transaction solely involving the company and the Covered Person and results in the Covered Person owning Brookfield Securities, since the “strike price” does not vary with the market but is fixed by the terms of the applicable option agreement or plan. Upon an option exercise and acquisition of Brookfield Securities, Covered Persons could not then transfer such securities until the relevant restricted period ends. Notwithstanding the foregoing, Reporting Insiders for a Brookfield Security may not exercise options for that security during a restricted period for reputational reasons.

In certain very limited circumstances, Covered Persons and/or directors may be permitted to sell Brookfield Securities directly to Brookfield during a restricted period, subject to a limitation that the price is not greater than the average closing price over the preceding 20 trading days, or to otherwise trade in such securities during a restricted period. These transactions will be permitted only in special circumstances and must be approved in advance by either the CEO, President or CFO of the relevant Brookfield entity, on the advice of internal legal counsel.

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In addition, in certain very limited circumstances and at the discretion of the CEO, President or CFO of the relevant Brookfield entity and on the advice of internal legal counsel, a Covered Person and/or director may be permitted to sell Brookfield Securities in the public markets during a quarterly restricted period, including through the exercise of stock options. Such circumstances typically include where an individual has departed or will be departing the company.

Restricted periods will be reflected in the company’s automated trade approval system and preclearance requests for trading in securities that are subject to a restricted period will be automatically denied.

Marketable Securities

All securities that are not: (i) Permitted Securities, or (ii) Brookfield Securities, are “Marketable Securities”. Marketable Securities include, among others, stocks, warrants, rights, options, and corporate bonds and debentures. The following additional rules govern the personal trading of IAPs, and APs, respectively, in Marketable Securities:

Investment Access Persons

IAPs and their Family Members⁸ are prohibited from conducting personal securities transactions in Marketable Securities at any time. IAPs and their Family Members must conduct any such activity through: (i) a Blind Trust; or (ii) a Discretionary Account.

The following types of personal transactions in Marketable Securities are exempt from this prohibition, subject to complying with the trade pre-clearance obligations of this Policy:

An IAP may contact the company’s compliance department to request an exemption on behalf of his or her Family Member(s) only to permit such Family Member(s) to trade in Marketable Securities (subject to the pre-clearance and reporting requirements that would otherwise be applicable to such trading). If granted, the exemption will be noted in the IAP’s file. Generally, an exemption request by an IAP on behalf of a Family Member(s) will be

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approved provided that the company’s compliance department is satisfied that appropriate safeguards are in place to ensure that such Family Member(s) trading activities are conducted at arm’s length from the related TAP, and the TAP and/or his or her Family Member make certain legal representations to the company. The company’s compliance department reserves the right not to approve a Family Member exemption request.

For clarity, if any Family Member is employed or otherwise affiliated with an issuer of Marketable Securities (e.g. a Family Member is employed by a public company and seeks to trade in securities issued by the public company or its affiliates) then an exemption for the Family Member is required and, if granted, the pre-clearance and reporting requirements set out in this Policy will apply to any trading conducted pursuant to the exemption. Where the Family Member of an TAP has received an exemption, as part of the annual certification described above under “Certification and Reporting”, the TAP will be required to certify that the TAP: (i) has not shared any confidential information with the Family Member; and (ii) has no involvement in the trading of Marketable Securities by the Family Member.

Tn the event that an exemption for a Family Member of an TAP is granted, the TAP must pre-clear all trades in Marketable Securities made by an exempt Family Member and provide copies of account statements for the accounts in which such trades are made. Approved transactions must be executed by the end of the second business day following the receipt of approval. Marketable Securities issued in connection with an initial public offering or private placement also require pre-clearance and may involve an additional request for information from the company’s internal legal counsel or compliance department.

TAPs and/or their Family Members may have ownership positions in Marketable Securities that predate: (i) the date on which TAPs and their Family Members became prohibited from conducting personal securities transactions in Marketable Securities); (ii) joining the company or Brookfield; and/or (iii) becoming an TAP. Tn addition, TAPs and/or their Family Members may receive gifts or bequests of Marketable Securities. All such holdings of Marketable Securities must be disclosed to the compliance department as soon as practicable, if they have not been disclosed already, so that they may be recorded as “grand parented” Marketable Securities. Should the TAP or a Family Member wish to sell one of these grand parented Marketable Securities, pre-clearance approval must be sought through the company’s automated trade approval system. Approved transactions must be executed by the end of the second business day following the receipt of such approval.

Access Persons

Transactions in Marketable Securities are permitted for APs (and their Family Members) pursuant to the requirements of this Policy. To transact in Marketable Securities (which include securities issued in connection with an initial public offering or a private placement), Aps must submit a pre-clearance request (either on their own behalf or on behalf of a Family Member) through ComplySci.

A pre-clearance request to transact in Marketable Securities may be in the form of a request to buy or sell a security in the future and not at the current market price pursuant to a “stop loss” or other “limit order” involving Marketable Securities. Any termination or suspension of a previously approved “stop loss” or “limit order” must similarly be pre-cleared.

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We will endeavor to approve or deny a trade request within 24 hours of the request being submitted and additional information may be required by the company’s internal legal and compliance team prior to a decision being made. Approved transactions, including “stop loss” or “limit order” trades, must be executed by the end of the second business day following receipt of approval.

Approved “stop loss” or “limit order” trades may also be made pursuant to a written trading plan (“Trading Plan”) executed by, and giving trading authority to, a reputable broker-dealer in accordance with the following:

Trades executed pursuant to a Trading Plan are not subject to the trading restrictions imposed by this Policy as long as (a) the plan was established at a time that the person that established it was not aware of material non-public information with respect to the securities subject to the plan, (b) entry into the Trading Plan was pre-cleared by the company’s legal and compliance team and adopted by no later than the second business day following clearance; (c) once the Trading Plan is adopted, the person that established it does not exercise any influence or control over the amount of securities to be traded, the price at which they are to be traded or the timing of trading; and (d) any amendment, termination, or suspension of the Trading Plan that is at the direction of the AP (or their Family Members) is pre-cleared by the company’s legal and compliance team and adopted by no later than the second business day following clearance. The Trading Plan must either specify (including by formula) the amount, pricing and timing of transactions in advance or delegate discretion on those matters to an independent third party (i.e., the administering broker-dealer). APs (and their Family Members) who obtain pre-approval to trade under these circumstances must comply with the following requirements:

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Employees are encouraged to contact the company’s compliance department with any questions about the above requirements.

As with Brookfield Securities, specific approval is not required for transactions in Marketable Securities that are either: (i) non-volitional in nature, including mergers, recapitalizations, distributions-in-kind or similar transactions; or (ii) purchases that are part of an automatic DRIP. Note that the decision to enter into or exit a DRIP, however, must be pre-cleared in accordance with this Policy.

In certain situations, including where there is a conflict or perceived conflict between positions held or being acquired by the company or Brookfield and those held by any Covered Person (or their Family Member), the Covered Person (or Family Member) who holds Marketable Securities may not be permitted to sell a security when pre-clearance for the sale is requested. When this is the case, such restriction could be in place for an indeterminate period of time. In the event a restriction is in place, neither the company nor Brookfield is responsible for any losses that may be incurred by the delay.

Internal Reporting Obligations

Blind Trusts / Discretionary Accounts

Each Covered Person that has personal securities investments for themselves or their Family Members managed through Blind Trusts or Discretionary Accounts must identify each such Blind Trust and Discretionary Account on ComplySci. In addition, each such Covered Person must provide the company’s compliance department back-up with respect to each such Blind Trust and Discretionary Account to substantiate that the Covered Person (and his/her Family Members) do not have any direct or indirect influence or control over the trading activities in such accounts, which may include one or more of the following (as requested by the company’s compliance department from time to time): (i) a copy of the trust deed (with respect to each Blind Trust) and/or account agreement (with respect to each Discretionary Account); (ii) a periodic certification from the Covered Person that the trustee (with respect to each Blind Trust) and/or the third party manager (with respect to each Discretionary Account) is an independent professional of an unaffiliated firm and is not the Covered Person’s (or Family Member’s) personal friend or relative; (iii) a periodic certification that the Covered Person (and any Family Member) do not have, and have not exercised, any direct or indirect influence or control over the trading activities in any Blind Trust and/or Discretionary Account (as applicable); (iv) a periodic certification from the trustee (for each Blind Trust) and/or manager (for each Discretionary Account) regarding the Covered Person’s lack of influence or control over the Blind Trust and Discretionary Account (as applicable); and (v) account statements (or holdings / transactions reports) for each Blind Trust and/or Discretionary Account (which, if requested, must be provided within 10 days of such request).

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Other Accounts

APs are required to identify all of their Reportable Accounts (as defined in Appendix C) on ComplySci so that trading activities in those accounts can be monitored and the company can ensure that all trades have been made in accordance with this Policy, and that no trades have been made in Marketable Securities unless such trades have been pre-cleared or an exemption has been granted, as applicable.

APs must identify their Reportable Accounts within 10 days of being notified of such designation. Statements for each Reportable Account must be provided to the compliance department initially when an individual becomes an Access Person, and on an ongoing basis within 30 days of each quarter-end. APs are required to promptly notify the compliance department when a Reportable Account is opened or closed. APs may be asked to facilitate the provision of statements directly from the financial institution to the compliance department. Investments that are not held through a broker must be reported to the compliance department prior to any initial investment, or becoming an AP, and annually thereafter.

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APPENDIX A

LEGAL AND COMPLIANCE CONTACT INFORMATION

Legal

Lyndsay Hatlelid

Managing Director, Investments

lyndsay.hatlelid@brookfield.com

416-359-7868

Compliance

Brian Canfield

Senior Vice President, Legal & Regulatory

brian.canfield@brookfield.com

212-978-1737

Ronald Fisher-Dayn

Managing Partner, Legal & Regulatory

ronald.fisher-dayn@brookfield.com

212-978-1763

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APPENDIX B

INSIDER REPORTING GUIDELINES

Reporting Insiders

Under the insider reporting rules, reporting insiders of a reporting issuer (“Reporting Insiders”) must file insider reports upon becoming a Reporting Insider and upon any change in their holdings of securities of the reporting issuer. In general, these reporting requirements are intended to apply to persons who both (i) receive or have access, in the ordinary course, to material undisclosed information about the reporting issuer and (ii) have the ability to exercise, directly or indirectly, significant power or influence over the business, operations, capital or development of the reporting issuer. This would generally include the board of directors, CEO, CFO, COO, heads of principal business units and others with similar levels of authority. The company’s internal legal counsel maintains a list of all individuals who are considered Reporting Insiders.

Canadian Insider Reporting

A person who becomes a Reporting Insider under Canadian securities law rules must file an insider report within 10 calendar days (or shorter period if prescribed by the regulations) of becoming a Reporting Insider. In addition, a Reporting Insider must also file an insider report when there is any change in their holdings of securities of the reporting issuer within five calendar days (or shorter period if prescribed by the regulations) of the change.

In the insider report, a Reporting Insider must report not only their direct holdings of securities of the reporting issuer, but any indirect beneficial ownership of securities, as well as securities of reporting issuer over which they exercise control or direction. Under the insider reporting rules, beneficial ownership passes on the day of the trade, not the day of settlement. An insider report must include not only all publicly-traded securities of the issuer held by the Reporting Insider, whether they be voting or nonvoting, debt, equity and trust units, but also related financial instruments which include the grant, exercise or expiry of any options and deferred or restricted share units related to these securities.

Insider reports should be filed electronically through the System for Electronic Disclosure (“SEDI”). The consequences for failure to file in a timely manner or filing a report that contains information that is materially misleading may include late filing fees; the Reporting Insider being identified as a late filer on a public database of late filers maintained by certain securities regulators; the issuance of a cease trade order that prohibits the Reporting Insider from trading in securities of the applicable reporting issuer or any reporting issuer until a specified period of time has elapsed or enforcement proceedings.

It is the personal responsibility of each Reporting Insider to ensure that the required insider reports are filed in a timely fashion. The company’s internal legal counsel can assist you with the filing of these reports.

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All Reporting Insiders for a Company Security are required to report to the company’s internal legal counsel any trades of a Company Security within two (2) business days of a transaction so that an appropriate insider report can be filed.

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APPENDIX C

REPORTABLE ACCOUNTS

A “Reportable Account” is an account over which the Covered Person has investment discretion, influence or control, and in which the Covered Person may benefit from profits in the account, other than:

Reportable Accounts, as defined above, may include:

Reportable Accounts, as defined above, do not include:

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APPENDIX D

TRADING PLAN CERTIFICATION

Pursuant to the company’s Personal Trading Policy (the “Policy”), in connection with my entry into a written trading plan (“Trading Plan”) for pre-approved “stop loss” or “limit order” trades, I hereby represent, warrant, certify and covenant as follows:

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