17

18

19

20

21

QUESTIONS AND ANSWERS

The following questions and answers are intended to address briefly some commonly asked questions regarding the mergers, the merger agreement and certain procedures for Oaktree unitholders to deliver their written consents. These questions and answers may not address all questions that may be important to Oaktree unitholders. To better understand these matters, and for a more complete description of the terms of the merger agreement, the mergers and the other transactions contemplated thereby including certain risks relating to the mergers and Oaktree following the mergers, and other matters related to the Oaktree written consent, you should carefully read this consent solicitation statement/prospectus, including each of the attached annexes, as well as the documents that have been incorporated by reference into this consent solicitation statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 215 of this consent solicitation statement/prospectus.

To complete the mergers, Oaktree unitholders must approve the merger proposal. Oaktree is soliciting the written consent of its unitholders to approve the merger proposal and, on a non-binding, advisory basis, the compensation proposal.

22

Share elections and cash elections are subject to the proration adjustment procedures described in this consent solicitation statement/prospectus to ensure that the aggregate merger consideration will be divided evenly with 50% of the combined outstanding Oaktree class A units and SellerCo units receiving cash consideration and 50% of the combined outstanding Oaktree class A units and SellerCo units receiving share consideration. A discussion of the proration mechanism can be found under the heading “ The Merger Agreement—Election Procedures  & Proration Adjustments ” beginning on page 129 of this consent solicitation statement/prospectus.

On March 12, 2019, which was the last full trading day before the public announcement of the mergers, the closing price of a Brookfield class A share was $45.99, which after giving effect to the 1.0770 exchange ratio, has an implied value of approximately $49.53 per unit. Based on this price and the cash consideration of $49.00, which represents a premium of approximately 11.8% over Oaktree’s closing unit price on March 12, 2019, upon completion of the mergers, an Oaktree unitholder or SellerCo unitholder who receives cash consideration for 50% and share consideration for 50% for his, her, or its Oaktree class A units or SellerCo units would receive total consideration with an implied value of approximately $49.27 per unit, which represents a premium of approximately 12.4% over Oaktree’s closing unit price on March 12, 2019. On [●], 2019, the most recent practicable date prior to the date of this consent solicitation statement/prospectus, the closing price of a Brookfield class A share was $[●], which after giving effect to the 1.0770 exchange ratio, has an implied value of approximately $[●] per unit. Based on this price and the cash consideration of $49.00, upon completion of the mergers, an Oaktree unitholder or SellerCo unitholder who receives cash consideration for 50% and share consideration for 50% for his, her, or its Oaktree class A units or SellerCo units would receive total consideration with an implied value of approximately $[●] per unit. Because Brookfield will issue a fixed number of Brookfield class A shares in the mergers in exchange for each Oaktree class A unit and each SellerCo unit, the value of the merger consideration that Oaktree and SellerCo unitholders will receive in the mergers will depend on the market price of Brookfield class A shares at the effective time of the mergers. As a result, the value of the merger consideration that Oaktree and SellerCo unitholders will receive in the mergers could be greater than, less than or the same as the value of the merger consideration on the date of this consent solicitation statement/prospectus.

At least 20 days prior to the anticipated election deadline, Brookfield will provide a form of election to each holder of record of Oaktree class A units and SellerCo units (assuming the completion of the OCGH exchange) in order to enable the holder thereof to exercise his, her or its right to make an election. To be effective, a form of election must be properly completed, signed and submitted to the exchange agent by the election deadline. The “election deadline” is 5:00 p.m., New York City time, on the date that the parties to the merger agreement agree is as near as practicable to three business days preceding the closing date.

23

Holders who fail to make an election or who make an untimely election (or who otherwise are deemed not to have submitted an effective form of election), referred to as “non-electing holders,” will be deemed to have elected (i) cash consideration with respect to 50% of such holder’s Oaktree class A units and SellerCo units (rounded up to the nearest whole unit) and (ii) share consideration with respect to the other 50% of such holder’s Oaktree class A units and SellerCo units (rounded down to the nearest whole unit). The exchange agent has reasonable discretion to determine whether a share election or cash election has been properly made in respect of any Oaktree class A units or SellerCo units.

After an election is validly made, any subsequent transfer of units will automatically revoke such election. The exchange agent will determine, in its reasonable discretion, whether any election is not properly made, changed or revoked with respect to any Oaktree class A units or SellerCo units.

For more information regarding the election deadline, see the section entitled “ The Merger Agreement—Election Procedures  & Proration Adjustments ” beginning on page 129 of this consent solicitation statement/prospectus.

The approval of the merger proposal by Oaktree unitholders is required to complete the mergers.

24

The Oaktree board recommends that Oaktree unitholders “CONSENT” to the merger proposal and “CONSENT” to the compensation proposal. See the section entitled “ Special Factors—Recommendation of the Special Committee and the Oaktree Board; Reasons for the Mergers; Fairness of the Mergers ” beginning on page 56 of this consent solicitation statement/prospectus.

In considering the recommendation of the Oaktree board that Oaktree unitholders “ CONSENT ” to the merger proposal and “ CONSENT ” to the compensation proposal, Oaktree unitholders should take into account the fact that certain Oaktree directors and executive officers have interests in the mergers that may be different from, or in addition to, the interests of Oaktree unitholders generally. See the section entitled “ Special Factors—Interests of Oaktree Directors and Executive Officers in the Mergers ” beginning on page 99 of this consent solicitation statement/prospectus.

25

OCGH owns Oaktree class A units and Oaktree class B units having the right to vote approximately [●]% of the voting power of the Oaktree units issued and outstanding as of the close of business on the record date. Concurrently with the execution of the merger agreement, OCGH executed and delivered the support agreement with Brookfield under which OCGH agreed to deliver to Oaktree a written consent in favor of the merger proposal in respect of all Oaktree units beneficially owned by it (representing in the aggregate more than a majority of the aggregate voting power of the Oaktree units issued and outstanding and entitled to vote on the merger proposal and the compensation proposal), unless the Oaktree board or special committee effects an adverse recommendation change in accordance with the merger agreement. The support agreement provides that OCGH will deliver its written consent promptly following the time at which the registration statement of which this consent solicitation statement/prospectus forms a part becomes effective under the Securities Act and receipt by OCGH of this consent solicitation statement/prospectus (and, in any event, within 5 business days after such time). The delivery of such written consent by OCGH will, unless the Oaktree board or special committee effects an adverse recommendation change in accordance with the merger agreement, constitute the approval of the merger proposal by the requisite majority of the voting power of all outstanding Oaktree units entitled to vote thereon. Notwithstanding the foregoing, in the event that the Oaktree board or special committee effects an adverse recommendation change in accordance with the merger agreement, OCGH’s voting obligations will be modified so that its obligations to vote in favor of the merger proposal are with respect to (and OCGH cannot vote in excess of) (i) the number of Oaktree units representing 25% of the aggregate voting power of the issued and outstanding Oaktree units plus (ii) the number of Oaktree units the aggregate voting power of which, as a percentage of the aggregate voting power of all outstanding Oaktree units not covered by the preceding clause (i), is equal to the “proportionate percentage”. In this consent solicitation statement/prospectus, proportionate percentage means the percentage of aggregate voting power with respect to all outstanding Oaktree units held by Oaktree unitholders other than OCGH, voting as a single class (taking into account that each holder of the Oaktree class A units is entitled to one vote per unit and each holder of Oaktree class B units is entitled to 10 votes per unit), voting in favor of approving the merger proposal. For more information on the support agreement, see the section entitled “ The Support Agreement ” beginning on page 149 of this consent solicitation statement/prospectus.

26

If you are a beneficial owner and hold your Oaktree units in street name, or through a nominee or intermediary, such as a bank or broker, you will receive separate instructions from such nominee or intermediary describing how to submit your written consent. Please check with your nominee or intermediary and follow the consent instructions provided by your nominee or intermediary with these materials. Oaktree does not currently intend to hold a meeting of Oaktree unitholders to consider the merger agreement and the mergers. However, in the event that the Oaktree board or special committee effects an adverse recommendation change in accordance with the merger agreement and Brookfield does not terminate the merger agreement, either Oaktree or Brookfield has the right under the merger agreement to request that Oaktree call, give notice of, convene and hold such a meeting. See the section entitled “ The Merger Agreement—Oaktree Written Consent; Oaktree Unitholder Meeting ” beginning on page 136 of this consent solicitation statement/prospectus.

27

Concurrently with the execution of the merger agreement, OCGH executed and delivered the support agreement with Brookfield under which it agreed to deliver to Oaktree a written consent in favor of the approval of the merger proposal in respect of all Oaktree units beneficially owned by it (representing in the aggregate more than a majority of the voting power of all outstanding Oaktree units entitled to vote on the merger proposal and the compensation proposal), unless the Oaktree board or special committee effects an adverse recommendation change in accordance with the merger agreement. Because the principal security holder of Oaktree has agreed to deliver a written consent in favor of the merger, Oaktree is seeking written consents from all of its unitholders in accordance with the applicable SEC guidance. Nevertheless, unless the Oaktree board or special committee effects an adverse recommendation change in accordance with the merger agreement, the delivery of OCGH’s written consent will constitute receipt by Oaktree of the Oaktree member approval, regardless of the delivery or abstention of consent by any other Oaktree unitholder.

28

29

[●]

Banks and Brokers, Call Collect: [●]

All Others Call Toll Free: [●]

Email: [●]

30

or

Oaktree Capital Group, LLC

333 South Grand Avenue, 28 ^th Floor

Los Angeles, CA 90071

Attention: Investor Relations

Telephone: (213) 830-6300

31

SPECIAL FACTORS

This section of the consent solicitation statement/prospectus describes the material aspects of the mergers and certain special factors concerning the mergers of which you should be aware. This section may not contain all of the information that is important to you. You should carefully read this entire consent solicitation statement/prospectus and the documents incorporated herein by reference, including the full text of the merger agreement (which is attached as Annex A), for a more complete understanding of the mergers. In addition, important business and financial information about each of Brookfield and Oaktree is included in or incorporated into this consent solicitation statement/prospectus by reference. See the section entitled “Where You Can Find More Information” beginning on page 215 of this consent solicitation statement/prospectus.

Effects of the Mergers

The transactions will occur as follows:

32

Benefits and detriments to Oaktree unaffiliated unitholders

A primary benefit of the transactions, including the mergers, to each Oaktree unaffiliated unitholder will be the right of such holder to receive, through the initial merger, the merger consideration of either $49.00 per Oaktree class A unit or 1.0770 Brookfield class A shares in respect of each Oaktree class A unit held by them, with cash paid in lieu of fractional shares (in each case subject to pro-ration to ensure that no more than fifty (50%) of the aggregate merger consideration is paid in the form of cash consideration or share consideration), without interest and less applicable withholding tax. The per-unit value of the Oaktree class A units implied by the cash consideration under the initial merger is $49.00, which represents a premium of approximately 11.8% to the closing price of the Oaktree class A units on March 12, 2019, the last full trading day before the public announcement of the mergers. The Oaktree unaffiliated unitholders who elect to receive a portion of the merger consideration in cash will realize immediate liquidity and certainty of value for a portion of their investment and not bear any risk of losses incurred in the operation of Oaktree’s or the Oaktree operating group’s businesses or of any decreases in the value of their businesses with respect to the cash consideration received in exchange for their Oaktree units. Oaktree unaffiliated unitholders who elect to receive the share consideration will have an opportunity to participate and share in any future earnings or growth of Brookfield and its subsidiaries, including Brookfield’s indirect ownership of the Oaktree operating group, or benefit from increases, if any, in the value of Brookfield and its subsidiaries, including Brookfield’s indirect ownership of the Oaktree operating group, following completion of the mergers, with respect to the share consideration received in exchange for their Oaktree units.

33

There are also a number of detriments of the transactions, including the mergers, to the Oaktree unaffiliated unitholders including, among others, uncertainty as to the value and form of the consideration to be paid in the mergers given that the Oaktree unaffiliated unitholders’ election with respect to the form of the merger consideration will, as a result of the pro-ration mechanism, be unknown until after the election deadline. With respect to Oaktree unaffiliated unitholders receiving share consideration, additional detriments include the fact that, with respect to the share consideration received, (1) there will be no adjustment to the exchange ratio for changes in the market price of either Brookfield class A shares or Oaktree class A units, and thus the market value of the Brookfield class A shares being issued in the mergers will depend upon the market price of Brookfield class A shares, which market price may vary from the closing price of Brookfield class A shares on the date the mergers were publicly announced, on the date of this consent solicitation statement/prospectus and on the closing date, (2) Oaktree unaffiliated unitholders who receive the share consideration will only participate in Oaktree’s and the Oaktree operating group’s future earnings and potential growth through their ownership of Brookfield class A shares, and all of the other incidents of direct equity ownership in Oaktree, such as the right to receive distributions from Oaktree, will be extinguished upon completion of the mergers and (3) the businesses of Brookfield and Oaktree differ, and accordingly, the results of operations of the combined company and the market price of the Brookfield class A shares after the completion of the mergers may be affected by factors different from those currently affecting the independent results of operations and market prices of shares and units of each of Brookfield and Oaktree. With respect to Oaktree unaffiliated unitholders receiving cash consideration, additional detriments include the fact that, with respect to the cash consideration received, such unitholders will not participate in Oaktree’s future earnings and potential growth, including any future earnings and potential growth in the Oaktree operating group. In addition, the initial merger will be a taxable transaction for U.S. federal income tax purposes, regardless of the form of consideration. See the section entitled “ Material U.S. Federal Income Tax Consequences ” beginning on page 162 of this consent solicitation statement/prospectus.

Benefits and detriments to OCGH Filing Parties

In connection with the transactions, including the mergers, the OCGH filing parties will receive benefits and be subject to obligations that are different from, or in addition to, the benefits received by the Oaktree unaffiliated unitholders generally. The primary benefits of the transactions, including the mergers, to the OCGH filing parties will be to retain management control of Oaktree and the Oaktree operating group for, at a minimum, the initial period and have the option of obtaining gradual liquidity for their OCGH units over time. In addition, the multiples used in valuing OCGH units in the liquidity mechanism may be greater than those implied in the then-current trading price of Brookfield class A shares, in which case the OCGH filing parties will receive an increased relative value in respect of their indirect interest in the potential future earnings and growth of the Oaktree operating group which, if the Oaktree operating group successfully executes its business strategies, could be substantial.

The primary detriments of the transaction, including the mergers, to the individuals who are OCGH filing parties include the fact that, except in certain limited circumstances, the individuals who are OCGH filing parties will not be able to obtain any liquidity for their OCGH units (other than for the portion being sold at the closing and for former Oaktree units) until 2022, and will not be able to obtain liquidity for all of their OCGH units until 2026, or later. In addition, the individuals who are OCGH filing parties may not be able to benefit, and may incur losses, from the gradual liquidity of their OCGH units over time if the performance of the Oaktree operating group declines, in which case the value of the OCGH units exchanged under the liquidity mechanism may be less than the implied value of the Oaktree class A units in the mergers. The liquidity rights pursuant to the exchange agreement are described in more detail under the section entitled “ Exchange Agreement ” beginning on page 153 of this consent solicitation statement/prospectus.

Background of the Mergers

As part of Oaktree’s ongoing focus on building long term value, the Oaktree board regularly reviews and assesses Oaktree’s long-term goals and opportunities, industry trends, competitive environment and short- and

34

long-term performance, with the goal of maximizing unitholder value. The Oaktree board also discusses the price of Oaktree class A units and unitholder total returns, both on an absolute basis and relative to Oaktree’s peers. The Oaktree board also considers potential risks that Oaktree faces in execution, including challenging global economic conditions, potentially unfavorable investment environments in certain of Oaktree’s business areas, general market conditions and trends, the highly competitive environment, and other factors.

In 2003, in the client memo 2002 in Review , Oaktree’s Co-Chairman, Howard Marks, articulated a set of criteria against which Oaktree would assess a potential sale of an interest in Oaktree. Those criteria required a transaction that would provide (i) a prestigious affiliation that would bring resources to Oaktree, (ii) with a party willing to pay fair consideration for a non-controlling investment in Oaktree that would entail, (iii) no cessation of Oaktree’s existence as an autonomous entity, (iv) no diminution in Oaktree’s role in representing its own products to clients and (v) no reduction of Oaktree’s freedom to manage its accounts and its business.

On October 3, 2018, Bruce Flatt, the Chief Executive Officer of Brookfield, contacted Bruce Karsh, the Co-Chairman and Chief Investment Officer of Oaktree, to invite him to meet on October 18, 2018. Perella Weinberg Partners LP (which we refer to as “Perella Weinberg”), which was familiar with the businesses and operations of both Oaktree and Brookfield, facilitated the contact from Mr. Flatt to Mr. Karsh.

On October 18, 2018, Messrs. Flatt and Karsh met, at which time Mr. Flatt raised the possibility of Brookfield acquiring all of the outstanding Oaktree class A units at an implied value in excess of the then-current trading price of Oaktree class A units, thus permitting Brookfield to acquire an interest in the Oaktree operating group while allowing Oaktree to retain its existence as an autonomous entity.

Mr. Karsh concluded that the potential transaction proposed by Mr. Flatt at the October 18, 2018 meeting was potentially attractive for a variety of reasons consistent with the criteria outlined in the client memo 2002 in Review , including the fact that it would provide value to Oaktree class A unitholders in excess of the Oaktree class A units’ then-current trading value. Thereafter, on November 2, 2018, Messrs. Karsh, Marks and John Frank, Oaktree’s Vice Chairman, met with representatives of Perella Weinberg, which was subsequently formally engaged by Oaktree to act as its financial advisor with effect from November 2, 2018, to discuss Mr. Karsh’s meeting with Mr. Flatt and a potential transaction.

On November 5, 2018, Mr. Flatt and Justin Beber, a Managing Partner and the Head of Corporate Strategy and Chief Legal Officer of Brookfield, and representatives of Perella Weinberg, held a preliminary exploratory meeting at Brookfield’s offices in New York, New York, to discuss the general parameters of a potential transaction between Brookfield and Oaktree, including the post-closing governance structure, and the next steps to be taken by each party in exploring any such potential transaction.

Later on November 5, 2018, Brookfield sent Oaktree a draft mutual non-disclosure agreement. The parties exchanged drafts of the agreement, and they signed the agreement on November 9, 2018, which agreement did not contain a standstill provision. Thereafter, Brookfield provided Oaktree a list of initial due diligence questions in connection with a potential transaction, and Oaktree provided Brookfield with certain due diligence information regarding itself.

On November 7, 2018, at the direction of Oaktree, Perella Weinberg sent Brookfield a document prepared by Oaktree outlining the principles of a potential transaction involving Brookfield and Oaktree, referred to as the “principles document.” The principles document contemplated that (1) holders of Oaktree class A units and institutional holders of OCGH units would receive full liquidity at the closing of a transaction, with the non-institutional OCGH unitholders receiving partial liquidity for their OCGH units at closing, (2) Oaktree would remain an independent free-standing company and would continue to be managed by its executives, (3) the parties would discuss and explore areas of joint opportunity and Brookfield would provide investment capital to help seed new funds and strategies of Oaktree, (4) holders of OCGH units that remain outstanding following the closing of a transaction would be entitled to periodically receive liquidity for their OCGH units based on

35

Oaktree’s future performance, referred to as the “liquidity mechanism,” (5) there would be a migration of control and governance of Oaktree to the benefit of Brookfield over time and (6) a special committee of the Oaktree board would be formed and responsible for negotiating the transaction consideration payable in respect of Oaktree class A units. The principles document did not discuss any contemplated valuation of Oaktree class A units or OCGH units in a transaction.

On November 11, 2018, representatives of Brookfield provided to Oaktree a list of additional due diligence questions regarding Oaktree and its business.

On November 13, 2018, Messrs. Karsh and Frank, and Todd Molz, Oaktree’s General Counsel and Chief Administrative Officer, along with representatives of Perella Weinberg, met with Messrs. Flatt and Beber in Los Angeles, California to discuss the general parameters of a potential transaction, the principles document, including Brookfield’s responses to the principles, and potential areas where the two firms could leverage their resources to work together. The parties agreed that Brookfield would provide a document outlining the proposed structure of a potential transaction, and that Oaktree would provide a price or range of prices upon which the parties could engage in a potential transaction.

On November 16, 2018, representatives of Brookfield, Oaktree and Perella Weinberg spoke by telephone to discuss next steps, including topics such as diligence matters, background on the structure of Oaktree, issues relating to post-closing governance, Brookfield’s structure, and a potential timeline for a transaction.

On November 17, 2018, at the direction of Oaktree, representatives of Perella Weinberg provided representatives of Brookfield with a list of due diligence questions regarding Brookfield in light of the potential receipt of Brookfield equity as merger consideration, as well as a high-level illustrative timeline of a potential transaction that contemplated entering into definitive agreements with respect to a potential transaction by mid-December 2018.

On November 21, 2018, representatives of Brookfield provided a proposal regarding the liquidity mechanism to representatives of Perella Weinberg, which proposal, among other things, contemplated that OCGH unitholders would receive a combination of cash, Brookfield equity and/or a note pursuant to the liquidity mechanism, and that the OCGH units exchanged would be valued based on multiples of average base management fee earnings and average incentive fee earnings over the three fiscal years ending prior to an exchange, as well as (without a multiple) the then-current net asset value of Oaktree’s investments. In addition, the representatives of Brookfield provided a list of supplemental due diligence questions regarding Oaktree and its business.

Later on November 21, 2018, at the direction of Oaktree, representatives of Perella Weinberg sent representatives of Brookfield a document setting forth a preliminary range of implied valuations of the Oaktree class A units based on various methods of analyses prepared by Oaktree management with the assistance of Perella Weinberg using a forecast for periods through 2020 that had been prepared without contemplation of a potential transaction by certain members of Oaktree management and shared with the Oaktree board during a regularly scheduled meeting in October 2018, referred to as the “November financial forecasts”. Such November financial forecasts were not considered by the Oaktree board in its review or approval of the potential transaction. This document noted Oaktree’s belief that the current Oaktree class A unit trading price did not fully reflect the value of Oaktree in light of expected increases in management fee earnings in 2020 and 2021. These materials were intended as an opening position in negotiations. The implied valuations presented to Brookfield indicated (1) a range of $38.65 to $46.80 per Oaktree class A unit based on its 52-week trading history, (2) a range of $50.05 to $60.18 per Oaktree class A unit based on a sum-of-the-parts analysis using Oaktree’s interpretation of the methodology that Brookfield publicly used to value itself, (3) a range of $38.00 to $50.00 based on the trading price of certain comparable companies relative to certain operating metrics (the peer firms consisting of Ares Capital, The Blackstone Group, Apollo Global Management, KKR & Co. and The Carlyle Group), (4) a range of $49.42 to $55.20 based on an analysis of premia paid in selected transactions for the acquisition of 100% of a target company over the current trading price of Oaktree class A units (excluding the bottom and top quartiles of such

36

comparable transactions), and (5) a range of $54.38 to $60.74 based on an analysis of premia paid in selected transactions for the acquisition of 100% of a target company over the value of Oaktree class A units implied by the midpoint of the trading price of comparable companies (again excluding the bottom and top quartiles of such selected transactions). At the direction of Oaktree, representatives of Perella Weinberg also sent representatives of Brookfield a copy of the November financial forecasts, which was the first forecast provided to Brookfield by Oaktree.

During this time, the parties continued to exchange due diligence information, as well as engage in discussions regarding, among other things, the liquidity mechanism on November 23, 2018 and regarding Oaktree’s financial projections during a telephone call on November 25, 2018 among representatives of Brookfield, Oaktree and Perella Weinberg.

On November 26, 2018, Messrs. Flatt and Marks met to further discuss the principles document.

On November 28, 2018, representatives of Perella Weinberg and Brookfield spoke by telephone to discuss the form of the consideration that would be paid by Brookfield for Oaktree class A units, and in particular the allocation of consideration that would be paid in cash versus in Brookfield class A shares, and the amount of equity in the Oaktree operating group that Brookfield would indirectly own following any transaction. The parties also discussed the terms of post-closing governance arrangements in respect of Oaktree, the liquidity mechanism, and whether non-institutional OCGH unitholders would be required to commit capital to Oaktree’s funds.

On December 1, 2018, representatives of Brookfield contacted Perella Weinberg to present Brookfield’s preliminary proposal with respect to the form and amount of consideration to be paid in respect of the Oaktree class A units as well as the high-level terms of the liquidity mechanism and the amount of OCGH units being sold at closing. The representatives of Brookfield indicated a preference to pay merger consideration solely in the form of Brookfield class A shares, but with an option for Oaktree class A unitholders to elect cash consideration so long as the aggregate amount of cash consideration did not exceed 30% of the total value of the merger consideration. The Brookfield representatives also affirmed that the same amount and form of consideration would be payable in respect of both Oaktree class A units and the OCGH units to be sold at the closing. Separately, on the same day, Brookfield indicated in a phone call with a representative of Perella Weinberg, that, on a preliminary basis, it would be prepared to pay consideration having a value within a range of $47.00 to $50.00 per Oaktree class A unit.

Later on December 1, 2018, the Oaktree board held a special telephonic meeting in order for Messrs. Karsh and Marks to provide a preliminary overview of the potential transaction involving Brookfield and the conversations among the parties to date. At the meeting, Messrs. Karsh and Marks jointly provided a high-level summary of the potential transaction, noting that Brookfield had approached Mr. Karsh and proposed to acquire all of the Oaktree class A units in exchange for, at the election of each selling unitholder, either cash or Brookfield class A shares, or a combination of cash and Brookfield class A shares. Messrs. Karsh and Marks also noted that Brookfield would acquire at the closing all of the OCGH units held by institutional investors and 20% of the OCGH units held by other OCGH unitholders for the same form and amount of consideration per unit as payable in respect of Oaktree class A units. Messrs. Karsh and Marks emphasized that the discussions to date were preliminary, including with respect to the valuation of Oaktree’s business and the consideration to be paid to the Oaktree class A unitholders. Outside directors of the Oaktree board asked questions concerning the form of consideration to be received by Oaktree class A unitholders, the retention of control by Oaktree’s management after a potential transaction with Brookfield, the manner in which the remaining non-institutional OCGH units would be valued, and the timing for a potential transaction. During this meeting, Oaktree’s general counsel reviewed with the Oaktree board its duties under applicable law and the Oaktree operating agreement. The Oaktree board discussed the process by which any potential transaction involving the Oaktree class A units would be reviewed, considered and approved, including the merits of establishing a special committee of the Oaktree board responsible for evaluating, negotiating and approving or rejecting any potential transaction, as well as the need for any special committee to be empowered to engage its own legal and financial advisors.

37

On December 3, 2018, representatives of Brookfield management provided an update to the Brookfield board regarding recent discussions with Oaktree, an overview of Oaktree’s business and capabilities, and the potential structure and benefits of a transaction with Oaktree.

On December 5, 2018, at the request of Oaktree, representatives of Perella Weinberg provided representatives of Brookfield with a five-year financial outlook regarding Oaktree that had been prepared by Oaktree management to be shared with the Oaktree senior executives and Brookfield, referred to as the “December projections,” as well as access to an electronic data room containing confidential information concerning Oaktree. In addition to forecasts with respect to fiscal years 2021-2023, which had not been part of the November financial forecasts, the December projections were also updated to reflect actual results of operations since the preparation of the November financial forecasts.

On December 6 and 7, 2018, representatives of each party met at the offices of Perella Weinberg in New York, New York, to conduct in-person due diligence sessions regarding Oaktree’s and Brookfield’s respective businesses. During these meetings, the terms of, and valuation for, any potential transaction were not discussed.

On December 8, 2018, the Oaktree board held a special telephonic meeting with certain members of Oaktree’s management in attendance. Also present by invitation were representatives of Oaktree’s outside counsel at Simpson Thacher and Richards Layton & Finger, P.A., referred to as “Richards Layton.” Members of Oaktree’s management noted that Oaktree and Brookfield had been engaging in productive due diligence meetings and wished to move forward with a potential transaction on terms consistent with those described during the December 1, 2018 board meeting. The Oaktree board then considered a proposal to establish a special committee to review, consider, negotiate and approve (or reject) a potential transaction with Brookfield in the interest of the Oaktree class A unitholders not affiliated with OCGH. Representatives of Simpson Thacher and Richards Layton advised the Oaktree board with respect to their duties under applicable law and the Oaktree operating agreement and related matters. The Oaktree board engaged in a review of matters relating to the composition and independence of the prospective special committee, including that the members of the special committee (1) not be directly or indirectly affiliated with Messrs. Karsh, Marks or Frank, Jay S. Wintrob, Oaktree’s Chief Executive Officer, Sheldon M. Stone, a Principal and Portfolio Manager of Oaktree, OCGH, or their respective affiliates (other than an affiliation with Oaktree by virtue of serving as a director of Oaktree), (2) not be members of Oaktree’s management and (3) otherwise not have a material interest in the proposed transaction (other than an interest by virtue of their ownership of Oaktree class A units). Following extensive discussion, during which the Oaktree board considered the foregoing criteria with respect to specified members of the Oaktree board for the purpose of service on a special committee, the Oaktree board agreed to establish the special committee consisting of Marna Whittington and Steven Gilbert. The Oaktree board determined that each of Ms. Whittington and Mr. Gilbert satisfied the foregoing criteria and possessed the requisite experience, expertise and capacity to serve on the special committee. At that meeting, Ms. Whittington and Mr. Gilbert confirmed their willingness to serve on the special committee if appointed. The Oaktree board then reviewed the provisions of the Oaktree operating agreement dealing with potential conflicts between the interests of the Oaktree class A unitholders, on the one hand, and the OCGH unitholders on the other that might arise in a potential transaction. The Oaktree board discussed that, in addition to seeking the recommendation of the special committee with respect to a transaction for the Oaktree class A unitholders, Oaktree would also seek the approval of a majority of Oaktree’s “Outside Directors” as defined in the Oaktree operating agreement. Although the special committee was not formally established by the Oaktree board at this meeting, in anticipation thereof Ms. Whittington and Mr. Gilbert proceeded to function in a comparable role to begin evaluating the potential transaction on behalf of the Oaktree class A unitholders.

Thereafter, Ms. Whittington and Mr. Gilbert contacted two potential legal advisors in anticipation of the Oaktree board resolving to appoint them to a special committee. On December 8, 2018, Ms. Whittington and Mr. Gilbert discussed engaging Mayer Brown LLP, referred to as “Mayer Brown,” as legal advisor to the special committee, and subsequently contacted Mayer Brown on the same day. After an interview on December 10, 2018, Ms. Whittington and Mr. Gilbert determined to engage Mayer Brown based on its qualifications, experience and

38

reputation, including a disclosure of Mayer Brown’s relationships with Oaktree, OCGH, Brookfield and their respective affiliates, which engagement was approved on December 19, 2018.

Between December 9, 2018 and the formal establishment of the special committee by the Oaktree board on December 19, 2018, Ms. Whittington and Mr. Gilbert held discussions with representatives of Sandler O’Neill to evaluate Sandler O’Neill’s suitability to act as financial advisor to the special committee based on Sandler O’Neill’s experience with respect to the industry in which Oaktree operates and M&A advisory matters generally. Ms. Whittington and Mr. Gilbert continued discussions with Mayer Brown and Sandler O’Neill up to and following the establishment of the special committee.

Also on December 10, 2018, representatives of Brookfield sent representatives of Perella Weinberg a draft term sheet describing the terms of the potential transaction for the acquisition of all of the Oaktree class A units and a separate term sheet regarding matters pertaining to the OCGH unitholders. Each term sheet contemplated the acquisition of all of the Oaktree class A units, all of the OCGH units held by institutional holders, and a portion of the OCGH units held by non-institutional holders, in the aggregate representing approximately a 61% indirect interest in the Oaktree operating group. The term sheet for the Oaktree class A unitholders contemplated that the merger consideration would consist of Brookfield equity based on a to-be-agreed exchange ratio, but that Oaktree class A unitholders would be entitled to elect to receive merger consideration in cash so long as the aggregate consideration payable in cash did not exceed one-third of the total merger consideration. Brookfield also noted that it was considering whether the cash-stock election should also include a maximum number of Brookfield shares to be issued in any transaction. This term sheet did not include a proposed exchange ratio for, or otherwise provide a proposed valuation of, the Oaktree class A units.

The December 10, 2018 term sheet pertaining to the OCGH unitholders contained a description of the liquidity mechanism that was consistent with Brookfield’s November 21, 2018 proposal, except for the inclusion of further details regarding the timing of exercise of the liquidity mechanism and the amount of OCGH units that could be exchanged in any given year. This term sheet further provided, among other things, that (1) unvested Oaktree class A units held by Oaktree employees would be exchangeable upon vesting for the same consideration as provided to Oaktree class A units at the closing of a transaction, (2) Oaktree would establish a new long-term incentive plan for senior management following the closing and (3) the post-closing Oaktree board would be comprised of an equal number of representatives from OCGH and Brookfield until such time as Messrs. Karsh and Marks own less than a to-be-specified percentage of equity or are no longer actively and substantially involved in the day-to-day affairs of the Oaktree business, in which case membership on the Oaktree board would be allocated based on proportionate ownership.

On December 11, 2018, at the request of Oaktree, representatives of Perella Weinberg provided an expanded list of reverse due diligence questions to Brookfield.

On December 12, 2018, at the request of Oaktree, representatives of Perella Weinberg provided representatives of Brookfield with a revised term sheet for the OCGH unitholders, which, among other things, (1) provided that any new long-term incentive plan be open to key employees rather than only senior management, (2) provided that the post-closing Oaktree board would include no more than two Brookfield representatives and (3) clarified that Oaktree would remain an independently-managed business until at least the seventh anniversary following the closing. Later that day, the representatives of Perella Weinberg and Brookfield engaged in a telephone call to discuss the revised term sheet.

On December 14, 2018, Brookfield provided representatives of Oaktree with access to an electronic data room to facilitate the sharing of documents in response to the reverse due diligence questions posed to Brookfield by Perella Weinberg on December 11, 2018. Brookfield also sent a list of supplemental due diligence requests to Oaktree that same day.

On December 14, 2018, representatives of Simpson Thacher sent a term sheet relating to a potential transaction structure to representatives of Weil, counsel to Brookfield. The term sheet contemplated that, following the

39

acquisition by Brookfield of all the issued and outstanding Oaktree class A units, pursuant to which Brookfield would acquire a 45% interest in the Oaktree operating group, Brookfield would then acquire an additional 16% interest in the Oaktree operating group through an exchange of OCGH units pursuant to the existing exchange agreement and subject to the payment of resulting amounts due under the tax receivable agreement. The term sheet also contemplated the post-closing appointment of two Brookfield representatives to the Oaktree board, certain to-be-agreed upon minority protections in favor of each party, and the establishment of an equity incentive plan at OCGH. In addition, the term sheet provided that OCGH would enter into a support agreement to vote its Oaktree units in favor of the contemplated transaction.

On December 15, 2018, Ms. Whittington and Mr. Gilbert spoke with representatives of Mayer Brown by telephone to discuss proposed resolutions of the Oaktree board formally establishing the special committee, the proposed powers and duties of the special committee, the proposed structure of the potential transaction with Brookfield, and the status of the search for a firm to act as the financial advisor to the special committee.

On December 16, 2018, representatives of Brookfield provided revisions to Oaktree’s December 12, 2018 term sheet that included revisions with respect to the timing of exercise of the liquidity mechanism and the governance of Oaktree following the closing of a potential transaction. Among other things, the revised term sheet provided that (1) future payments under the tax receivable agreement be limited to the satisfaction of liabilities outstanding as of immediately prior to the closing, with payments to be made over a to-be-agreed period of time and (2) the post-closing Oaktree board be comprised of an equal number of representatives of OCGH and Brookfield. Brookfield also sent a list of supplemental due diligence requests to Oaktree along with the revised term sheet.

On December 19, 2018, representatives of Oaktree, Perella Weinberg and Brookfield met by videoconference (with certain representatives of Perella Weinberg attending in person at Brookfield’s New York office) to conduct a due diligence session regarding Brookfield’s business, focusing in particular on Brookfield’s financial results and projections, capital structure and legal and compliance matters.

Also on December 19, 2018, Ms. Whittington and Mr. Gilbert spoke by telephone with representatives of Mayer Brown to discuss the term sheet provided by Brookfield on December 16, 2018, the proposed compensation arrangements for members of the special committee, potential conflicts relating to Mayer Brown’s potential engagement by the special committee, and the engagement of Sandler O’Neill as financial advisor to the special committee. Ms. Whittington and Mr. Gilbert reviewed a memorandum prepared by Mayer Brown, dated December 19, 2018, summarizing the existing and prior engagements of Mayer Brown by Oaktree, OCGH, Brookfield and their respective affiliates. After deliberation and consideration, the members of the special committee determined that such engagements with Oaktree, OCGH, Brookfield and their respective affiliates would not likely impair Mayer Brown’s ability to provide objective advice on the transaction or to serve as the special committee’s counsel and determined to retain Mayer Brown as legal advisor to the special committee, following its formal establishment. Mayer Brown also discussed with Ms. Whittington and Mr. Gilbert the proposed engagement of Sandler O’Neill. After considering Sandler O’Neill’s qualifications, reputation and experience, as well as the proposed terms of Sandler O’Neill’s engagement, Ms. Whittington and Mr. Gilbert determined, subject to a review of Sandler O’Neill’s relationships with Oaktree, OCGH, Brookfield and their respective affiliates and reaching agreement on the terms of Sandler O’Neill’s engagement, to engage Sandler O’Neill as the special committee’s financial advisor.

On December 20, 2018, the Oaktree board adopted by unanimous written consent resolutions formally establishing the special committee, which resolutions had been reviewed by Mayer Brown. Pursuant to these resolutions, the Oaktree board determined that each of Ms. Whittington and Mr. Gilbert (1) were not directly or indirectly affiliated with Messrs. Karsh, Marks, Wintrob, Frank, or Stone, OCGH, or their respective affiliates (other than an affiliation with Oaktree by virtue of serving as a director of Oaktree), (2) were not members of Oaktree’s management and (3) otherwise did not have a material interest in the potential transaction (other than an interest by virtue of their ownership of Oaktree class A units). The Oaktree board, by unanimous resolution, authorized and directed the special committee, on behalf of, and acting solely in the interests of, the Oaktree class

40

A unitholders (other than OCGH), to (1) make such investigations as it deemed appropriate, (2) review and evaluate the terms and conditions, determine the advisability and approve or disapprove of the contemplated acquisition by Brookfield of the outstanding Oaktree class A units, (3) negotiate with Brookfield or any other party the special committee deemed appropriate with respect to the terms and conditions of the contemplated acquisition by Brookfield of all of the outstanding Oaktree class A units and, if the special committee deemed appropriate, but subject to the limitations of applicable law, approve the execution and delivery of documents setting forth such transaction on behalf of Oaktree, (4) determine whether the contemplated transactions (taking into account the terms and conditions of the acquisition by Brookfield, concurrent with the acquisition of the Oaktree class A units, of a portion of the outstanding OCGH units and the terms of the liquidity mechanism) negotiated by the special committee are fair to, and in the best interests of, Oaktree and all its unitholders (other than Messrs. Karsh, Marks, Wintrob, Frank, or Stone, Larry W. Keele, D. Richard Masson, Wayne G. Pierson and OCGH, or their respective affiliates) and (5) recommend to the full Oaktree board what action, if any, should be taken by the Oaktree board with respect to the contemplated acquisition by Brookfield of the outstanding Oaktree class A units. The Oaktree board further empowered the special committee to engage its own legal, financial and other advisors at Oaktree’s expense, and resolved not to recommend a potential transaction with Brookfield for approval of Oaktree’s unitholders or otherwise approve of a transaction with Brookfield without a prior favorable recommendation by the special committee. The Oaktree board further resolved that the consummation of Brookfield’s proposed acquisition of all the outstanding Oaktree class A units be irrevocably conditioned on both (1) the unanimous approval by the special committee regarding the acquisition by Brookfield of all of the Oaktree class A units and (2) the approval of a majority of the “Outside Directors” (as defined in the Oaktree operating agreement) pursuant to Section 6.17 of the Oaktree operating agreement.

On December 21, 2018, representatives of Brookfield provided a document setting forth proposed merger consideration of 1.11 Brookfield class A shares per Oaktree class A unit with respect to 67% of the outstanding Oaktree class A units (together with certain assumptions supporting the proposed exchange ratio), and $50.29 in cash per Oaktree class A unit with respect to 33% of the outstanding Oaktree class A units. Based on the closing price of Brookfield class A shares on the NYSE on the same trading day of $37.34 per share, the proposed exchange ratio implied a value of $41.45 per Oaktree class A unit. On a blended cash-share basis, this implied an overall valuation of approximately $44.39 per Oaktree class A unit. Brookfield’s proposal also contemplated that (1) the OCGH unitholders receiving consideration at the closing would receive the same per-unit value for their OCGH units as was payable in respect of the Oaktree class A units and (2) following the closing, the multiples used in valuing the consideration per OCGH unit in the liquidity mechanism would be 13x the average of base management fee earnings and 6.5x the average of incentive fee earnings.

On December 21 and 22, 2018, the special committee held telephonic meetings, at which representatives of Mayer Brown were present, to discuss the status of the contemplated transaction and the engagement of Sandler O’Neill, including the contemplated fee arrangements with Sandler O’Neill. At the meeting on December 22, 2018, Mayer Brown and the special committee reviewed disclosure letters, dated December 10, 2018 and December 21, 2018, in which Sandler O’Neill described its relationships with Oaktree, OCGH, Brookfield and their respective affiliates. After deliberation and consideration, the special committee determined that Sandler O’Neill’s disclosed relationships would not likely impair Sandler O’Neill’s ability to provide objective advice on the transaction or to act as the special committee’s financial advisor. After discussion, the special committee resolved to engage Sandler O’Neill as the special committee’s financial advisor. The special committee also formally ratified the special committee’s engagement of Mayer Brown.

From the date of the special committee’s formal establishment on December 20, 2018 to March 13, 2019 (the date of the signing of the merger agreement), the special committee held 19 meetings. All of the members of the special committee attended each of the meetings, and representatives from Mayer Brown and Sandler O’Neill attended each of the special committee meetings after they were engaged. At these meetings, the special committee, with the assistance of its advisors, among other things, analyzed and reviewed the discussions regarding the contemplated transaction that had occurred prior to the establishment of the special committee, reviewed and discussed the terms of the contemplated transaction and the status of continuing negotiations with

41

Brookfield, and discussed the financial forecasts and projections of Oaktree prepared by Oaktree’s management and Oaktree’s financial condition and operating results. In addition, Mayer Brown reviewed and discussed with the members of the special committee their duties under applicable law and the Oaktree operating agreement.

On December 22, 2018, at the request of Oaktree, representatives of Perella Weinberg provided representatives of Brookfield with Oaktree’s initial feedback on Brookfield’s December 21, 2018 valuation proposal, noting that the proposed consideration to be paid by Brookfield in respect of both Oaktree class A units as well as OCGH units pursuant to the liquidity mechanism was not within a range that was acceptable to Oaktree.

On December 23, 2018, at the request of Oaktree, representatives of Perella Weinberg provided representatives of Brookfield with Oaktree’s counterproposal to Brookfield’s December 21, 2018 proposal, which counterproposal contemplated an exchange ratio of 1.17 Brookfield class A shares per Oaktree class A unit for 25% of the Oaktree class A units, and $50.29 in cash per Oaktree class A unit for the remaining 75%. Based on the closing price of Brookfield class A shares on the NYSE on the immediately preceding trading day, the revised exchange ratio implied a value of $43.69 per Oaktree class A unit and the merger consideration on a blended basis implied an overall value of $48.64 per Oaktree class A unit. In addition, the counterproposal provided, among other things, that the transaction provide for liquidity at closing in respect of 16% of the OCGH units held by non-institutional holders on the same terms as provided in respect of the Oaktree class A units, and that the multiples to be used for valuing OCGH units in the liquidity mechanism be the greater of Brookfield’s proposed 13x and 6.5x multiples or the multiples implied in the trading price of Brookfield class A shares.

On December 26, 2018, in a telephone call between a representative of Brookfield and a representative of Perella Weinberg, Brookfield conveyed its rejection of Oaktree’s counterproposal delivered by Perella Weinberg on December 23, 2018 and, specifically, an unwillingness to pay as much cash as required by Oaktree’s counterproposal. The parties agreed to delay further discussions regarding the consideration to be provided to the Oaktree class A unitholders given continuing volatility in the capital markets and, in particular, the trading prices of both Oaktree class A units and Brookfield class A shares. The parties also agreed to continue working to determine whether further progress could be made relating to the structure of the transaction and, in particular, the governance and liquidity mechanics that would apply post-closing.

On December 28, 2018, representatives of Perella Weinberg spoke by telephone with representatives of Sandler O’Neill to provide an overview of the background of the potential transaction and an update regarding the latest developments in the negotiations. Also on this day, representatives of Sandler O’Neill were provided with access to electronic data rooms containing confidential information of both Oaktree and Brookfield.

On December 30, 2018, at the request of Oaktree, representatives of Perella Weinberg shared a revised term sheet with representatives of Brookfield. The revised term sheet provided, among other things, that (1) the price per OCGH unit in the liquidity mechanism would be calculated by reference to 13x of the average of base management fee earnings over the prior three fiscal years immediately preceding the sale of OCGH units, 6.5x of the average of incentive fee earnings over the two fiscal years immediately preceding the sale of OCGH units, and (without a multiple) the net asset value of Oaktree’s investments, (2) the multiples applied to the averages of base management fee earnings and incentive fee earnings would be subject to increase if the Brookfield class A shares trade at an implied multiple higher than such 13x and 6.5x values and (3) the existing tax receivable agreement would remain in place for exchanges of OCGH units both before and after closing. Representatives of Sandler O’Neill and Mayer Brown were kept apprised as to this revised proposal and future proposals sent to and received from Brookfield and its representatives.

On January 2, 2019, representatives of Brookfield and Perella Weinberg spoke by telephone and discussed, among other things, the valuation approach and the form of consideration to be provided under the liquidity mechanism.

On January 3, 2019, representatives of Brookfield shared a revised term sheet with representatives of Perella Weinberg, which, among other things, (1) provided that the multiples used in valuing an OCGH unit in the

42

liquidity mechanism would not be subject to any increase and (2) reinstated the provision of Brookfield’s December 16, 2018 term sheet providing that future payments under the tax receivable agreement be limited to the satisfaction of liabilities outstanding as of immediately prior to the closing, with payments to be made over a to-be-agreed period of time. During a conversation between a representative of Brookfield and a representative of Perella Weinberg later that day to discuss Brookfield’s revisions to the term sheet, Brookfield previewed the concept of using a range of multiples for purposes of valuation in the liquidity mechanism depending on the level of growth achieved in Oaktree’s business.

On January 7, 2019, representatives of Perella Weinberg and Sandler O’Neill spoke by telephone to discuss the December 30, 2018 and January 3, 2019 term sheets and the status of negotiations.

On January 9, 2019, a representative of Brookfield and a representative of Perella Weinberg discussed reengaging in negotiations regarding the merger consideration to be paid in respect of each Oaktree class A unit as well as the OCGH units to be sold at the closing. At the request of Oaktree, the Perella Weinberg representative informed the Brookfield representative that any further negotiations regarding the price per Oaktree class A unit to be paid at closing would be between Brookfield and the special committee and its advisors.

On January 11, 2019, representatives of Brookfield sent to representatives of Perella Weinberg a revised proposal for the liquidity mechanism that contemplated adjusting the multiples used to value an OCGH unit based on the level of growth achieved in Oaktree’s business. In particular, the multiple to be applied to fee-related earnings would vary from 12x to 15x depending on the five-year compound annual growth rate of Oaktree’s fee-related earnings at any given time, and the multiple applied against performance fees would always be 50% of the multiple used for fee-related earnings.

On January 13, 2019, Brookfield submitted a new proposal to Oaktree regarding the consideration to be provided to the holders of the Oaktree class A units as well as to the holders of OCGH unitholders pursuant to the liquidity mechanism. This revised proposal contemplated (1) merger consideration to Oaktree class A unitholders as well as institutional holders of OCGH units consisting of 60% in cash at $48.00 per Oaktree class A unit and 40% in Brookfield class A shares using an exchange ratio of 1.11 Brookfield class A shares per Oaktree class A unit, subject to Brookfield’s ability to increase the stock consideration as a percentage of total consideration. The proposal, however, contemplated that only 12.5% of the merger consideration paid at closing to non-institutional OCGH unitholders be in the form of cash. The proposal also contemplated that a portion of the cash consideration be paid by means of a one-time distribution of Oaktree’s pre-closing excess cash to holders of Oaktree class A units and OCGH units. Based on the closing price of Brookfield class A shares on the NYSE on the immediately preceding trading day, the proposed exchange ratio implied a value of $45.15 per Oaktree class A unit and the merger consideration per Oaktree class A unit, on a blended basis, implied a value of $46.86 per Oaktree class A unit. In addition, Brookfield reaffirmed its proposal of January 11, 2019 regarding the use of a range of multiples in valuing OCGH units in the liquidity mechanism.

On January 15, 2019, representatives of Perella Weinberg and Sandler O’Neill spoke by telephone to discuss the proposal submitted by Brookfield on January 13, 2019. Thereafter, representatives of Brookfield and of Perella Weinberg spoke by telephone to discuss Brookfield’s January 13, 2019 proposal. The Perella Weinberg representative noted that Oaktree viewed Brookfield’s proposal as unnecessarily complex and inconsistent with the principles document. The use of a sliding scale of multiples for the liquidity mechanism, and the reduced proportion of cash consideration being paid to non-institutional OCGH unitholders, were used as examples of the complexity and divergence. The representatives of Brookfield and Perella Weinberg agreed to have a follow-up call on January 17, 2019 to discuss Oaktree’s detailed feedback. Also on January 15, 2019, Brookfield provided to Oaktree a list of supplemental due diligence requests.

On January 17, 2019, the special committee met telephonically with representatives of Sandler O’Neill and Mayer Brown to discuss preparing to negotiate the merger consideration payable to the Oaktree class A

43

unitholders. At this meeting, Sandler O’Neill discussed with the special committee the proposal submitted by Brookfield on January 13, 2019, publicly available financial and market information and the transaction status. Following this meeting, representatives of Sandler O’Neill spoke by telephone with representatives of Perella Weinberg to discuss the status of the negotiations and to obtain an update on the intended counter to Brookfield’s January 13, 2019 proposal.

Later on January 17, 2019, at the request of Oaktree, Perella Weinberg sent a revised term sheet to Brookfield, which, among other things, (1) clarified that there would be no distinction in the amount or form of merger consideration to be provided in respect of each Oaktree class A unit and each OCGH unit being sold at closing, (2) contemplated that a to-be-specified percentage of Brookfield class A shares to be received by non-institutional OCGH unitholders at closing would be subject to a restriction on transfer until the 90th day following the closing, (3) for purposes of the value per OCGH unit in the liquidity mechanism, contemplated using a multiple of 14.0x of the average of base management fee earnings over the prior three fiscal years immediately preceding the sale of OCGH units and 7.0x of the average of incentive fee earnings over the three fiscal years immediately preceding any such sale and (4) contemplated that the existing tax receivable agreement would remain in place, provided that Oaktree would be open to agreeing on accelerating all or a portion of payments under the tax receivable agreement.

Following the submission of the revised term sheet, on January 17, 2019 representatives of Brookfield and Perella Weinberg discussed Oaktree’s reactions to Brookfield’s January 13, 2019 proposal and the revised term sheet. In addition, at the request of Oaktree, Perella Weinberg conveyed Oaktree’s counterproposal that, in addition to the items addressed in Oaktree’s newly revised term sheet, (1) no portion of the cash consideration would be sourced from Oaktree’s balance sheet, and (2) non-institutional OCGH unitholders would be prepared to receive a higher proportion of stock consideration versus Oaktree class A unitholders as long as the value of stock and cash components would be equivalent at the date of public announcement of the mergers. With regard to consideration for Oaktree class A units, the representatives of Perella Weinberg reiterated that negotiations on the upfront pricing would be led by the special committee and its advisors, but that Brookfield’s proposed price per unit represented a low premium to Oaktree’s trading price.

On January 18, 2019, at the request of Oaktree, representatives of Perella Weinberg provided a further updated term sheet to representatives of Brookfield, which included modifications to the timing limitations under the liquidity mechanism and provided that the establishment of a new long-term incentive plan following the closing would be permissible, but not mandatory. Also on this day, representatives of Perella Weinberg and Sandler O’Neill spoke by telephone to discuss Brookfield’s reaction to Oaktree’s counterproposal.

On January 19, 2019, in response to the counterproposal conveyed by representatives of Perella Weinberg on January 17, 2019, and updated on January 18, 2019, a representative of Brookfield conveyed to a representative of Perella Weinberg that Brookfield understood Oaktree’s positions conveyed in their January 17, 2019, conversation but noted that Brookfield was not in a position to accept those terms. Moreover, a representative of Brookfield noted that Brookfield would take some time to reflect on its views as to what would be a viable path forward for a transaction, particularly in light of continued volatility in the capital markets. A representative of Brookfield also noted that discussions had extended beyond the date originally targeted by the parties for announcement of a transaction, and that it was necessary for Brookfield management to turn its attention to other priorities, including preparations for upcoming meetings of the boards of Brookfield and its listed issuers.

On January 21, 2019, at the direction of Oaktree, representatives of Perella Weinberg contacted representatives of Brookfield to further discuss timing and to convey Oaktree’s desire that any transaction document to be exchanged in the future between the parties reflect the principles articulated in the principles document. Also on January 21, 2019, representatives of Perella Weinberg spoke telephonically with representatives of Sandler O’Neill to provide an update regarding the discussions with Brookfield.

On January 23, 2019, at Mayer Brown’s request, Brookfield provided representatives of Mayer Brown with access to an electronic data room to facilitate Mayer Brown’s due diligence of Brookfield.

44

On January 28, 2019, representatives of Sandler O’Neill provided to representatives of Perella Weinberg information requests and questions on behalf of the special committee regarding Brookfield’s business, which representatives of Perella Weinberg conveyed to Brookfield.

On January 30, 2019, Weil provided a supplemental diligence request list to Simpson Thacher.

On February 1, 2019, Brookfield provided a list of supplemental due diligence requests relating to tax matters to Oaktree.

On February 2, 2019, representatives of Brookfield provided representatives of Perella Weinberg a counterproposal providing, among other things, (1) a proposed price of $48.25 per Oaktree class A unit to be paid at closing in the form of approximately 50% cash and 50% in Brookfield class A shares, although the proposal did not specify how the exchange ratio would be calculated, (2) that the cash consideration would not utilize any of Oaktree’s pre-closing cash, (3) that limited partners of OCGH, in the aggregate, would be entitled to receive an aggregate of $66 million on each of the first, second and third anniversaries of the closing in consideration for certain tax benefits to be delivered upon the exchange of OCGH units on the closing date and for future exchanges of OCGH units following the closing date and (4) a value per OCGH unit in the liquidity mechanism based upon a multiple of 13.5x of the average of base management fee earnings and 6.75x of the average of incentive fee earnings.

On February 4, 2019, in response to questions from representatives of Perella Weinberg, representatives of Brookfield clarified that their proposal contemplated consideration to be in the form of 50% cash and 50% in Brookfield class A shares, with the ability to change the consideration mix to up to 60%-40% in either direction prior to signing the merger agreement. Later that day, representatives of Perella Weinberg and Sandler O’Neill spoke by telephone to discuss Brookfield’s clarifications.

On February 4, 2019, at a telephonic meeting of the special committee, representatives of Mayer Brown reviewed the duties of the special committee under applicable law and the Oaktree operating agreement in the context of the proposed transaction. Representatives of Sandler O’Neill then joined the telephonic meeting and compared the terms of Brookfield’s counterproposal delivered on February 2, 2019 to the terms of Brookfield’s prior proposal delivered on January 13, 2019 in relation to the consideration proposed to be paid to the Oaktree class A unitholders.

On February 6, 2019, at the request of Oaktree, representatives of Perella Weinberg sent representatives of Brookfield a revised version of the term sheet, which (1) contemplated that all OCGH units exchanged in the liquidity mechanism be valued based on a 13.5x multiple of average base management fee earnings and a 6.75x multiple of average incentive fee earnings, as well as (without a multiple) the net asset value of Oaktree’s investments, (2) provided that Brookfield fund a bonus pool of $100 million, payable over three years, for current Oaktree employees other than Messrs. Marks and Karsh and (3) incorporated the portion of Brookfield’s February 2, 2019 proposal relating to the payment of $66 million in consideration for certain tax benefits payable on each of the first, second and third anniversaries of the closing.

On February 7, 2019, the special committee met telephonically with representatives of Sandler O’Neill and Mayer Brown in attendance. During this meeting, representatives of Sandler O’Neill discussed preliminary financial aspects of the proposed transaction and an overview of the proposed transaction structure, and representatives of Mayer Brown provided an update regarding the status of the term sheet negotiations. Representatives of Mayer Brown also recommended that the special committee consider retaining Canadian counsel for purposes of advising the special committee on Canadian law aspects of the proposed transaction. After consideration and discussion, the special committee agreed that it should retain Canadian counsel and directed Mayer Brown to recommend a suitable Canadian law firm. Later that day, representatives of Brookfield met via video conference and in person with representatives of Sandler O’Neill and Perella Weinberg regarding Brookfield’s business and financial metrics.

45

On February 8, 2019, Brookfield delivered to representatives of Perella Weinberg a proposed signing timeline.

On February 9, 2019, representatives of Brookfield delivered a revised term sheet to representatives of Perella Weinberg contemplating that, rather than the $100 million bonus pool that was contemplated in Oaktree’s February 6, 2019 term sheet, a bonus plan for Oaktree employees would be established in an amount and over a period of time as would be agreed by the parties following the signing of the merger agreement.

On February 12, 2019, Brookfield sent a list of supplemental due diligence requests to Oaktree.

On February 13, 2019, representatives of Mayer Brown, Sandler O’Neill, Perella Weinberg and Brookfield participated in a telephonic discussion to further review information regarding Brookfield and its business. Brookfield sent a list of supplemental due diligence requests to Oaktree that same day.

On February 14, 2019, Weil delivered an initial draft of a proposed merger agreement to Simpson Thacher. The draft merger agreement contemplated that OCGH would enter into a support agreement with Brookfield pursuant to which OCGH would commit to vote Oaktree units held by it in favor of adopting the merger agreement and approving the transactions. In addition, the draft merger agreement proposed that Oaktree would be required to pay a termination fee equal to 4% of the implied equity value of Oaktree based on the merger consideration that would be payable, among other reasons, in the event that the merger agreement was terminated by Brookfield because OCGH either (1) failed to execute and deliver the support agreement within 5 hours after the execution and delivery of the merger agreement or (2) failed to execute and deliver a written consent adopting the merger agreement and approving the merger within 24 hours after the effectiveness of the registration statement registering shares of the Brookfield class A shares to be issued in the merger.

Also on February 14, 2019, at the direction of Oaktree, representatives of Perella Weinberg sent a revised term sheet to Brookfield, which included clarifications with respect to the calculation of the value per OCGH unit in the liquidity mechanism, such as by excluding from such calculation the value of certain bonuses and additional compensation to be granted to Oaktree employees following the closing.

Also on February 14, 2019, representatives of Brookfield, Perella Weinberg and Oaktree attended a telephonic due diligence meeting to address certain of Brookfield’s supplemental diligence requests with respect to employee compensation and outstanding litigation.

On February 15, 2019, the special committee met telephonically with representatives of Sandler O’Neill and Mayer Brown in attendance. Representatives of Sandler O’Neill and Mayer Brown discussed with the special committee the status of the contemplated transaction, including the initial draft of the proposed merger agreement delivered by Weil to Simpson Thacher on February 14, 2019 and certain terms of Oaktree’s revised term sheet delivered to Brookfield on February 14, 2019. In addition, a representative of Mayer Brown reported to the special committee that such representative had contacted, on behalf of the special committee, a representative of McCarthy Tétrault LLP, a Canadian law firm referred to herein as “McCarthy Tétrault,” in order to inquire whether McCarthy Tétrault would be able to serve as Canadian counsel to the special committee in connection with the potential transaction. The representative of Mayer Brown explained to the special committee that McCarthy Tétrault represented Brookfield on unrelated matters on a limited basis and that McCarthy Tétrault had an advance waiver of conflicts from Brookfield that would enable McCarthy Tétrault to represent the special committee on the proposed transaction. The special committee asked Mayer Brown to request McCarthy Tétrault’s form of engagement letter for its review and potential approval.

On February 15, 2019, Weil sent representatives of Perella Weinberg an updated supplemental diligence request list, indicating certain items that were high priority.

On February 18, 2019, the special committee met telephonically with representatives of Sandler O’Neill and Mayer Brown in attendance. Among other actions, the special committee discussed with Mayer Brown the terms of a potential engagement of McCarthy Tétrault. After deliberation and consideration, the special committee determined to engage McCarthy Tétrault based on its qualifications, experience and reputation.

46

Also on February 18, 2019, Messrs. Karsh and Marks met with representatives of Brookfield at Oaktree’s offices in Los Angeles, California for a due diligence session primarily focused on Oaktree’s investment strategies.

On February 19, 2019, representatives of Brookfield sent an additional list of tax-related diligence requests to Oaktree.

Also on February 19, 2019, representatives of Mayer Brown and Brookfield participated in a telephonic discussion to further review information regarding Brookfield and its business that was discussed during the February 13, 2019 telephonic discussion.

Later on February 19, 2019, the special committee met telephonically with representatives of Sandler O’Neill and Mayer Brown in attendance. During this meeting, representatives of Sandler O’Neill discussed preliminary financial aspects of the proposed transaction, including feedback regarding the price of $48.25 per Oaktree class A unit proposed by Brookfield. The special committee determined to make a counterproposal of a price of $51.50 per Oaktree class A unit to be paid in the form of 50% cash and 50% Brookfield class A shares.

On February 20, 2019, representatives of Sandler O’Neill conveyed to representatives of Brookfield the special committee’s counterproposal. A representative of Brookfield responded that Brookfield believed that its offer of $48.25 per Oaktree class A unit was already fully priced and that, while Brookfield would consider the special committee’s counterproposal, Brookfield’s view was that, taken as a whole, Brookfield’s proposal already reflected its best offer for the price per Oaktree class A unit.

On February 22, 2019, representatives of Perella Weinberg informed representatives of Sandler O’Neill that Oaktree was revising the December projections and that such revisions could have an effect on Oaktree’s valuation. Also on February 22, 2019, the special committee met telephonically with representatives of Sandler O’Neill and Mayer Brown, at which meeting representatives of Sandler O’Neill reported on Brookfield’s reaction to the special committee’s counterproposal and the anticipated revision of the December projections. The special committee determined to await Oaktree’s completion of its revised financial projections and Brookfield’s reaction to those projections before engaging in further price negotiations.

On February 23, 2019, at the request of Oaktree, representatives of Perella Weinberg sent to representatives of Brookfield a revised version of Oaktree management’s five-year financial projections, referred to as the “February projections,” which the parties discussed by telephone on February 25, 2019. The February projections included adjustments to reflect, among other things, the results for the fourth quarter of 2018, increased outflows of assets under management due to newly-received redemption requests, and increased costs of equity compensation. As a result of these adjustments, the revised estimated forecast for 2020, as compared to that contained in the December projections, reflected (among other things) a 3% decrease in assets under management, a 56% decrease in incentive income, a 23% decrease in adjusted net income and a 21% decrease in distributable earnings (before taking into account preferred distributions).

On February 25, 2019, representatives of Brookfield spoke to representatives of Perella Weinberg by telephone to convey proposed changes to the term sheet that would be sent in the coming days. Among the changes previewed were an increase in the price per Oaktree class A unit from $48.25 to $49.00 but subject to a limited ability for Oaktree to pay distributions on outstanding Oaktree units between the signing of the merger agreement and closing.

On February 26, 2019, representatives of Perella Weinberg received a revised term sheet from representatives of Brookfield, which contemplated a price per Oaktree class A unit of $49.00, with 50% to be paid in cash and 50% to be paid in Brookfield class A shares, with the right to re-allocate the consideration prior to signing the merger agreement so that up to 60% could be paid in either cash or shares. The revised term sheet did not specify how the exchange ratio would be calculated. The revised term sheet also contemplated that Oaktree declare and pay a final distribution in an aggregate amount of not more than $100 million (which was estimated to equate to less

47

than approximately $0.62 per Oaktree class A unit), but thereafter no further distributions would be permitted to be made prior to closing except if the closing is delayed beyond September 30, 2019, in which case Oaktree would be permitted to pay a quarterly distribution in respect of the third fiscal quarter of 2019 (payable in the fourth fiscal quarter of 2019) in an amount not to exceed the lesser of (1) an amount per quarter per Oaktree class A unit equal to, in the aggregate, 85% of distributable income of Oaktree determined in the ordinary course of business and (2) $0.67 per quarter per Oaktree class A unit. The revised term sheet further contemplated that (i) unvested holders of Oaktree class A units would, upon vesting, be entitled to receive their proportionate share of any dividends on Brookfield class A shares paid after closing through the date of vesting, provided that stock-based compensation would be deducted from the valuation of OCGH units for purposes of the liquidity mechanism, (ii) a $150 million employee bonus pool be funded by Brookfield over a three-year period following the closing and (iii) if certain change of control consents with respect to Oaktree’s funds were not obtained at or prior to the closing of the potential transaction, then the parties would be required to obtain any such change of control consents and/or amendments to investment management agreements prior to triggering a deemed change of control through the sale of OCGH units under the liquidity mechanism.

On February 27, 2019, Mr. Dan Levin, the Chief Financial Officer of Oaktree, representatives of Perella Weinberg and representatives of Brookfield spoke by telephone about the February projections and other financial diligence questions regarding Oaktree.

Later on February 27, 2019, representatives of Perella Weinberg and Brookfield discussed, among other things, Brookfield’s recent revisions to the term sheet and Oaktree’s request that Oaktree’s permitted distribution in respect of the first quarter of 2019 be in an amount not to exceed $1.05 per Oaktree class A unit. Also on February 27, 2019 representatives of Sandler O’Neill and Brookfield spoke by phone to review the matters previously discussed with Perella Weinberg.

On February 28, 2019, Brookfield provided supplemental edits to the term sheet, which reaffirmed Brookfield’s offer of $49.00 per Oaktree class A unit and contemplated that holders of Oaktree class A units be given the right to elect whether to receive cash or Brookfield class A shares in respect of each Oaktree class A unit held by them, provided that elections be prorated in order to ensure that Brookfield not be obligated to pay more than 50% of the consideration in cash or shares (but provided that Brookfield had the right to re-allocate the consideration prior to signing the merger agreement so that up to 60% could be paid in either cash or shares). The revised term sheet also clarified that Oaktree’s final distribution be in an amount not to exceed $1.05 per Oaktree class A unit rather than $100 million in the aggregate as previously proposed by Brookfield.

On March 1, 2019, representatives of Simpson Thacher sent to representatives of Mayer Brown, for the special committee’s review, an initial draft of the support agreement and proposed revisions to Weil’s initial draft of the merger agreement. The draft of the support agreement contemplated that OCGH provide a written consent adopting the merger agreement and approving the transactions in respect of all of the Oaktree class A units and Oaktree class B units held by it, which represented approximately 92% of the voting power of all Oaktree units. As a result, upon delivery of OCGH’s written consent, the Oaktree member approval would be obtained. The draft support agreement also required that OCGH’s general partner request that, pursuant to the existing exchange agreement, each institutional holder of OCGH units exchange all of the OCGH units held by it for Oaktree class A units, and that each other OCGH unitholder exchange a pro rata portion of 10% of the number of all the outstanding Oaktree class A units and OCGH units.

Also on March 1, 2019, the special committee met telephonically with representatives of Sandler O’Neill and Mayer Brown in attendance. Representatives of Sandler O’Neill updated the special committee on the terms of the latest draft of the term sheet received from Brookfield, including the supplemental edits made by Brookfield on February 28, 2019. After discussion, the special committee directed Sandler O’Neill to propose to Brookfield that, between the signing of the merger agreement and the closing of the potential transaction, Oaktree would be permitted to pay its regular distributions on Oaktree class A units in the ordinary course of business, including a distribution in respect of the second quarter of 2019 (payable in the third quarter of 2019), subject to reasonable limits on the amounts of such distributions to be agreed by the parties in the merger agreement.

48

On March 2, 2019, representatives of Sandler O’Neill and representatives of Brookfield engaged in a telephone call to discuss the special committee’s proposal regarding distributions on Oaktree class A units. During the telephone call, Brookfield stated that it was not prepared to make any further changes to its current proposal regarding a distribution on the Oaktree class A units in respect of the second quarter of 2019 (payable in the third quarter of 2019).

On March 2, 2019, at the direction of Oaktree, representatives of Perella Weinberg provided a revised draft of the term sheet to Brookfield, which, among other things, contemplated that (1) Oaktree would be entitled to declare and pay a final quarterly distribution in respect of the first fiscal quarter of 2019 (payable in the second quarter of 2019) in an amount equal to $1.05 per Oaktree class A unit and $1.11 per OCGH unit; (2) if closing is delayed beyond September 30, 2019, Oaktree thereafter would be entitled to declare and pay a quarterly distribution on Oaktree class A units and OCGH units in respect of the third quarter of 2019 and subsequent periods not to exceed the lesser of (A) an aggregate amount equal to 85% of distributable income of Oaktree determined in the ordinary course of business and (B) $0.67 per quarter per Oaktree class A unit or $0.74 per OCGH unit plus the amount (if any) of incentive income that has been recognized solely for purposes of making a tax distribution related to taxable incentive income; and (iii) unvested Oaktree class A units not receiving merger consideration and instead receiving the payments to be made under the liquidity mechanism if such unvested units vested after 2021. The term sheet also clarified that regular quarterly distributions in respect of the Oaktree preferred units be permitted in all quarters. Also on March 2, 2019, Messrs. Flatt and Marks engaged in a telephone call to discuss the latest terms of the potential transaction.

On March 2, 2019, a final version of Oaktree’s five-year financial projections, referred to as the “final projections,” containing immaterial refinements as compared to the February projections, was made available in the electronic data room to which representatives of Brookfield had access and, separately, Weil sent an updated supplemental diligence request list to Perella Weinberg, indicating the status of each item.

On March 3, 2019, representatives of Mayer Brown spoke by phone with representatives of Simpson Thacher to provide the special committee’s feedback on Simpson Thacher’s initial draft of the support agreement. The representatives of Mayer Brown conveyed the special committee’s direction that, upon the making of an adverse recommendation change by the special committee pursuant to the merger agreement, OCGH not be obligated to deliver a written consent in respect of all its Oaktree units in favor of the adoption of the merger proposal. Instead, upon the making of an adverse recommendation change by the special committee, the voting obligations of OCGH would be reduced, referred to as a “voting cut-back.” Pursuant to the voting cut-back, OCGH would instead be required to provide a consent in favor of the adoption of the merger agreement with respect to (1) a number of units representing 20% of the aggregate voting power of the outstanding Oaktree units plus (2) a number of other Oaktree units the aggregate voting power of which, as a percentage of the aggregate voting power of all outstanding Oaktree units not covered by the preceding item (1), is equal to the percentage of aggregate voting power with respect to all outstanding Oaktree units held by Oaktree unitholders (other than OCGH), voting as a single class (taking into account that each holder of the Oaktree class A units is entitled to one vote per unit and each holder of Oaktree class B units is entitled to 10 votes per unit), voting in favor of approving the merger proposal. As a result, upon an adverse recommendation change, the Oaktree member approval would require, in addition to OCGH’s written consent (as limited by the voting cut-back), that other Oaktree class A unitholders holding at least one-third of the outstanding Oaktree class A units also consent in favor of the adoption of the merger agreement.

On March 4, 2019, the special committee held a telephonic meeting with representatives of Mayer Brown and Sandler O’Neill in attendance. At the meeting, representatives of Sandler O’Neill provided the special committee with a summary of the material changes reflected in Oaktree’s revised draft of the term sheet delivered to Brookfield on March 2, 2019, which included a proposed resolution on the calculation of the liquidity mechanism. Representatives of Sandler O’Neill also informed the special committee that Brookfield had indicated that it was unwilling to permit distributions on Oaktree class A units in respect of the second quarter of 2019. In addition, representatives of Sandler O’Neill updated the special committee regarding preliminary

49

financial aspects of the proposed transaction based on the final projections and the terms of the then-current draft documents. Representatives of Mayer Brown provided the special committee with an update on the terms of the current draft of the merger agreement and support agreement, as well as a summary of the deal protections in the then-current drafts of the merger agreement and ancillary agreements. After discussion with its advisors, including careful consideration of Brookfield’s offer of $49.00 per Oaktree class A unit reflected in Brookfield’s February 27, 2019 draft of the term sheet, the special committee determined that Brookfield’s offer of $49.00 per Oaktree class A unit was acceptable. The special committee also accepted Brookfield’s position that no distributions would be made in respect of Oaktree class A units for the second quarter of 2019 but proposed that Oaktree be permitted to declare and pay a distribution in respect of the third quarter of 2019 as soon as practicable after September 30, 2019 (and to pay distributions in respect of any subsequent fiscal quarter as soon as practicable after the last day of that fiscal quarter) rather than at times consistent with past practice.

On March 5, 2019, Munger, Tolles & Olson LLP, referred to as “Munger Tolles,” counsel to Oaktree, delivered to Weil a draft limited liability company agreement to govern Oaktree’s operations following the closing, and Simpson Thacher delivered a draft of the exchange agreement to govern the operation of the liquidity mechanism following the closing. Over the course of the following days, Simpson Thacher sent to Weil a draft of Oaktree’s confidential disclosure schedules to the merger agreement as well as draft term sheets regarding the amendment to the tax receivable agreement to be entered into upon the closing as well as registration rights and notes to be issued as consideration in respect of the liquidity mechanism.

On March 6, 2019, Simpson Thacher sent a revised draft of the merger agreement (which included input from Mayer Brown) to Weil. The revised draft of the merger agreement proposed a termination fee in an amount equal to 2% of Oaktree’s equity value implied by the merger consideration, but which would not be payable due to the failure of OCGH to provide its written consent adopting the merger agreement within 24 hours following the effectiveness of Brookfield’s registration statement. The revised draft also included additional representations, warranties and interim operating covenants to be provided by Brookfield, expanded the scope of Brookfield’s obligations to obtain certain required regulatory approvals, and expanded the circumstances in which the Oaktree board or special committee could effect an adverse recommendation change or take other actions in response to alternative acquisition proposals. In addition, the revised draft of the merger agreement contemplated that Oaktree be permitted to pay (1) a distribution of up to $0.75 per Oaktree class A unit in respect of the fourth calendar quarter of 2018 (payable in the first calendar quarter of 2019), (2) a distribution of up to $1.05 per Oaktree class A unit in respect of the first calendar quarter of 2019 (payable in the second calendar quarter of 2019) and (3) if the closing has not occurred on or prior to September 30, 2019, distributions in respect of the third quarter of 2019 and thereafter not in excess of the sum of $0.67 per Oaktree class A unit plus the aggregate per unit amount of incentive income recognized during the third quarter of 2019 (or thereafter as the case may be) that relates to tax distributions from funds. However, the distribution pursuant to the preceding item (3) would be limited to the extent distributions from the Oaktree operating group in respect of Oaktree class A units and OCGH units exceed 85% of all distributable earnings for the second immediately preceding calendar quarter.

Concurrently with sending the revised draft of the merger agreement on March 6, 2019, representatives of Simpson Thacher also sent an initial draft of the support agreement (which included input from Mayer Brown) to representatives of Weil. The draft of the support agreement was substantially the same as was provided to the representatives of Mayer Brown on March 3, 2019, and incorporated the voting cut-back as directed by the special committee. Representatives of Simpson Thacher provided supplemental revisions to the merger agreement on March 6, 2019 to incorporate provisions regarding required CFIUS approval.

On March 7, 2019, representatives of Oaktree, Perella Weinberg and Brookfield discussed by telephone the anticipated treatment of the outstanding Oaktree preferred units as a result of the transaction, and the representatives of Oaktree and Brookfield agreed that the Oaktree preferred units would not be affected by the mergers.

50

Also on March 7, 2019, at the direction of the special committee, representatives of Sandler O’Neill spoke with representatives of Brookfield by telephone to discuss basing the exchange ratio in the transaction on the volume-weighted average price of Brookfield class A shares and Oaktree class A units over the ten full trading days immediately preceding the signing of the merger agreement, as opposed to using a five-day period as desired by Brookfield. In addition, Sandler O’Neill conveyed the special committee’s request that Oaktree be permitted to declare and pay a distribution in respect of the third quarter of 2019 as soon as practicable after September 30, 2019 (and to pay distributions in respect of any subsequent fiscal quarter as soon as practicable after the last day of that fiscal quarter) rather than at times consistent with past practice. Later that day, at a telephonic meeting of the special committee that representatives of Sandler O’Neill and Mayer Brown attended, representatives of Sandler O’Neill reported to the special committee on its discussions with Brookfield.

Later on March 7, 2019, the Oaktree board held a special telephonic meeting with certain members of management in attendance, and also present by invitation were representatives from Simpson Thacher, Richards Layton and Perella Weinberg. At this meeting, Oaktree’s general counsel provided an update regarding, and overview of, the principal legal documents that Oaktree would enter into in connection with the potential transaction with Brookfield. Mr. Marks then noted that the original principles underlying the reasons to pursue the transaction, as set forth in the principles document, had not changed since the Oaktree board was first apprised of the discussions with Brookfield in December 2018. Representatives of Richards Layton advised with respect to duties under Delaware law and the Oaktree operating agreement, in relation to the Oaktree board’s review, consideration and evaluation of the potential transaction. Representatives of Simpson Thacher reviewed the scope of authority delegated to the special committee regarding the potential transaction and that the Oaktree board had previously resolved that it would not be permitted to recommend the potential transaction for approval by Oaktree’s unitholders without (1) the unanimous approval by the special committee regarding the acquisition by Brookfield of all of the Oaktree class A units and (2) the approval of a majority of the “Outside Directors” (as defined in the Oaktree operating agreement) pursuant to Section 6.17 of the Oaktree operating agreement. Thereafter, representatives of Perella Weinberg provided an overview of key transaction terms relating to the treatment of Oaktree class A units and the terms that were applicable to holders of OCGH units, including the proposed merger consideration, the liquidity mechanism, the ability to make permitted distributions between signing and closing, and the amendment to the tax receivable agreement. Representatives of Perella Weinberg proceeded to provide a preliminary financial analysis of the financial terms of the potential transaction and an overview of Brookfield’s businesses.

On March 8, 2019, Weil delivered to Simpson Thacher a revised merger agreement together with edits to Oaktree’s confidential disclosure schedules to the merger agreement. The revised draft of the merger agreement proposed a termination fee in an amount equal to 4% of Oaktree’s equity value implied by the merger consideration, and contemplated that it would be payable upon a termination of the merger agreement by Brookfield due to OCGH failing to provide its written consent adopting the merger agreement within 24 hours following the effectiveness of Brookfield’s registration statement. In the revised draft, Weil increased the scope of Oaktree’s interim operating covenants, reduced Brookfield’s obligations to obtain certain required regulatory approvals, and also removed a number of representations, warranties and interim operating covenants that were previously applicable to Brookfield. Weil also delivered to Simpson Thacher a revised support agreement containing a modified voting cut-back contemplating that, upon an adverse recommendation change by the special committee, OCGH would be required to vote in favor of the adoption of the merger agreement (1) a number of units representing 30% of the aggregate voting power of the outstanding Oaktree units plus (2) a number of other Oaktree units which, as a percentage of the aggregate voting power of all the Oaktree units held by OCGH, equals the percentage of the aggregate voting power with respect to Oaktree class A units held by other Oaktree unitholders for which a vote was cast in favor of the adoption of the merger agreement. The revised merger agreement further contemplated that the limit on post-September 30, 2019 distributions would be based on distributable earnings for the immediately preceding fiscal quarter rather than the second immediately preceding fiscal quarter.

51

On the evening of March 8, 2019, representatives of Brookfield communicated by email to representatives of Sandler O’Neill Brookfield’s proposal with respect to the form and allocation of the merger consideration per Oaktree class A unit, including a response to the special committee’s proposal conveyed on March 7, 2019 regarding the calculation of the exchange ratio for Brookfield class A shares. In the email, Brookfield confirmed that the consideration of $49.00 per Oaktree class A unit would be comprised 50% in cash and 50% in Brookfield class A shares and proposed an exchange ratio for the share consideration of 1.0739 Brookfield class A shares (based on the five-day trailing volume-weighted average price of such shares as of March 8th) for each Oaktree class A unit.

In a telephone conversation on March 9, 2019 between representatives of Brookfield and representatives of Sandler O’Neill, representatives of Brookfield affirmed the email communication of the previous evening, agreed to consider the special committee’s request to calculate the exchange ratio using a ten full trading day calculation period ending on the trading day immediately preceding the signing of the merger agreement, and rejected the special committee request conveyed on March 7, 2019 to accelerate the timing of declaring and paying distributions on Oaktree class A units in respect of the third quarter of 2019 and subsequent periods.

Also on March 9, 2019, representatives of Mayer Brown and Simpson Thacher discussed potential revisions to the merger agreement. During this conversation, the representatives of Mayer Brown expressed the view that Oaktree should not be required to pay a termination fee due to a failure of OCGH to timely deliver its written consent adopting the merger agreement. The representatives of Mayer Brown noted that all of such fee would be borne by the holders of Oaktree class A units, of which OCGH held very little, which was inequitable. The representatives of Mayer Brown also proposed that quarterly distributions on Oaktree class A units declared after September 30, 2019 be in respect of the second immediately preceding fiscal quarter. For example, distributions on Oaktree class A units declared in the fourth quarter of 2019 would be with respect to distributable earnings in the second quarter of 2019. Mayer Brown conveyed that this change would enable Oaktree to declare and pay a quarterly distribution soon after September 30, 2019 without interposing any delay in order to calculate distributable earnings in respect of the recently completed third quarter of 2019.

On the evening of March 9, 2019, the special committee held a telephonic meeting with representatives of Mayer Brown and Sandler O’Neill in attendance. At the meeting, representatives of Mayer Brown updated the special committee on the terms of the latest drafts of the merger agreement and ancillary agreements and summarized for the special committee the discussion earlier in the day between representatives of Mayer Brown and Simpson Thacher regarding certain open issues in the transaction documents, including the proposed allocation of responsibility for payment of the termination fee and the proposed acceleration of quarterly distributions on Oaktree class A units declared after September 30, 2019. In addition, representatives of Sandler O’Neill reported to the special committee on its discussion with representatives of Brookfield earlier that day, including that Brookfield was considering the special committee’s request to calculate the exchange ratio using a ten full trading day calculation period ending on the trading day immediately preceding the signing of the merger agreement.

On March 10, 2019, at the request of Oaktree, a representative of Perella Weinberg sent Brookfield a list of open issues in the transaction documents, including those relating to the closing condition regarding client consents, the level of efforts to be expended by Brookfield in obtaining regulatory approvals, post-closing governance of Oaktree, and the valuation of and timing of exchanges for OCGH units in the liquidity mechanism. Over the course of March 10, 2019, Messrs. Marks, Karsh, Flatt and Beber and representatives of Perella Weinberg engaged in multiple telephone conversations regarding these open issues.

On March 10, 2019, representatives of Simpson Thacher delivered to representatives of Weil a revised merger agreement (which included input from Mayer Brown) containing, among other things, the provisions regarding distributions and termination fee triggers as directed by the special committee and described on the March 9, 2019 phone call between representatives of Simpson Thacher and Mayer Brown. In addition, that same day, representatives of Simpson Thacher also delivered to representatives of Weil a revised draft of the support

52

agreement (which included input from Mayer Brown). As directed by the special committee, the voting cut-back in the revised draft allowed for the adverse recommendation change to be made by either the Oaktree board or the special committee. In the event such an adverse recommendation change was made, then OCGH would be required to vote in favor of the adoption of the merger agreement a number of units representing (but in no event more than) 25% of the aggregate voting power of the outstanding Oaktree units plus a number of other Oaktree units in a manner consistent with Oaktree’s draft of the support agreement sent to representatives of Mayer Brown on March 1, 2019. Additionally, per the direction of the special committee, the revised draft of the support agreement provided that upon termination of the merger agreement due to a failure of OCGH to timely deliver its written consent adopting the merger agreement, any resulting termination fee owed to Brookfield would be paid by OCGH rather than Oaktree so long as at such time Brookfield would not have been permitted to terminate due to a triggering event.

Also on March 10, 2019, representatives of Brookfield communicated telephonically with representatives of Sandler O’Neill, to confirm Brookfield’s agreement to base the exchange ratio of Brookfield class A shares on the ten-day trailing volume-weighted average price of such shares as of the date the merger agreement is signed and to reject any acceleration of the payment of distributions by Oaktree in respect of the third quarter of 2019 or subsequent periods.

On the evening of March 10, 2019, the special committee held a telephonic meeting with representatives of Mayer Brown and Sandler O’Neill in attendance. At the meeting, representatives of Mayer Brown updated the special committee on developments in the proposed transaction since the previous meeting of the special committee on March 9, 2019. In addition, representatives of Sandler O’Neill reported to the special committee that Brookfield had agreed to calculate the exchange ratio using a ten full trading day calculation period ending on the trading day immediately preceding the signing of the merger agreement but had rejected the acceleration of any payment of distributions on Oaktree class A units by Oaktree in respect of the third quarter of 2019 and subsequent periods.

On March 11, 2019, the Brookfield board met to review and consider the terms of the potential transaction, including the merger agreement and related documents. Representatives of Brookfield management reviewed such terms with the Brookfield board and the Brookfield board resolved to approve proceeding with the potential transaction and delegated the final approval of the transaction to a transaction committee comprised of certain members of the Brookfield board. Between March 11, 2019 and March 13, 2019, representatives of Brookfield management provided the transaction committee with updates regarding the course of negotiations and the terms of the potential transaction, merger agreement and related agreements.

Later on March 11, 2019, a revised merger agreement sent by representatives of Weil rejected the special committee’s requests regarding the acceleration of the payment of distributions on Oaktree class A units after September 30, 2019 and the termination fee triggers, and reinstated the provision requiring that Oaktree pay any termination fee that is owed because of a failure of OCGH to timely deliver a written consent adopting the merger agreement.

Over the course of the next two days, representatives of Weil, Simpson Thacher and Munger Tolles exchanged several drafts of the merger agreement and related ancillary documents, and (with input from Mayer Brown) continued to negotiate various issues in the merger agreement, including with respect to limitations on the size and timing of distributions on Oaktree class A units permitted to be paid after September 30, 2019, the scope of the parties’ obligations to obtain required regulatory approvals in connection with the potential transaction, the interim operating covenants to which each party would be subject, the size of the termination fee, and whether the termination fee would be payable upon Brookfield’s termination of the merger agreement as a result of a failure of OCGH to timely provide its written consent adopting the merger agreement.

On March 11, 2019, representatives of Weil, Simpson Thacher, Oaktree, Brookfield and Perella Weinberg participated in a final diligence call regarding Brookfield’s business.

53

On March 11, 2019, Weil sent a revised merger agreement to Simpson Thacher. Among other things, the revised merger agreement continued to contemplate that Oaktree pay the termination fee in the event that Brookfield terminates the merger agreement as a result of a failure of OCGH to timely provide its written consent adopting the merger agreement. Later that day, representatives of Simpson Thacher (with input from Mayer Brown) and Weil discussed the revised draft of the merger agreement and, in particular, the triggers for the payment of the termination fee by Oaktree.

On the evening of March 11, 2019, the special committee held a telephonic meeting at which representatives of Mayer Brown reviewed the duties of the special committee in the context of the transaction in light of applicable law and the Oaktree operating agreement. The members of the special committee confirmed that no conflict had arisen since the establishment of the special committee that would interfere with the special committee members’ ability to meet their requirements under applicable law and the Oaktree operating agreement in connection with the special committee’s evaluation of the transaction. Representatives of Sandler O’Neill were then invited into the meeting. Representatives of Sandler O’Neill reviewed its preliminary financial analyses regarding the contemplated transaction based on the terms of the then-current draft documents, including valuation methodologies utilized by Sandler O’Neill in anticipation of rendering its fairness opinion with respect to the consideration to be received by Oaktree class A unitholders, and offered the members of the special committee the opportunity to ask questions regarding the potential transaction. Representatives of Sandler O’Neill also confirmed that no developments regarding Sandler O’Neill’s relationships with Oaktree, OCGH, Brookfield and their respective affiliates had arisen since Sandler O’Neill’s engagement by the special committee. Thereafter, representatives of Mayer Brown also discussed, and presented a draft summary of, the key terms of the transaction documents, including the merger agreement, the support agreement and the exchange agreement, and offered the members of the special committee the opportunity to ask questions regarding the potential transaction.

In light of the special committee’s continuing belief that it would be inequitable for Oaktree class A unitholders to bear the payment of the termination fee due to a failure of OCGH to timely deliver its written consent, on March 12, 2019, representatives of Mayer Brown provided a draft of a reimbursement agreement to representatives of Simpson Thacher, which contemplated, among other things, that OCGH would reimburse Oaktree in the event the termination fee is owed to Brookfield as a result of termination due to a written consent failure and that in other circumstances where the termination fee is owed, the fee would be paid by members of the Oaktree operating group, such that Oaktree and OCGH would bear the cost of the fee based on their respective proportionate ownership in the Oaktree operating group. During the course of the day, representatives of Simpson Thacher and Mayer Brown negotiated the final terms of the reimbursement agreement, which provided that Messrs. Karsh and Marks, rather than OCGH, would reimburse Oaktree in the event the termination fee is owed to Brookfield as a result of termination due to a written consent failure.

Following Simpson Thacher’s receipt of Weil’s revised draft of the merger agreement on March 11, 2019, through the early morning hours of March 13, 2019, representatives of each of Simpson Thacher (with input from Mayer Brown), Munger Tolles and Weil continued to negotiate the draft merger agreement, the support agreement and the related ancillary documents, including Oaktree’s confidential disclosure schedules to the merger agreement.

In the morning of March 13, 2019, before the commencement of trading hours, the transaction committee established by the Brookfield board approved the transaction.

Also on the morning of March 13, 2019, before the commencement of trading hours, the special committee held a telephonic meeting with representatives of Mayer Brown and Sandler O’Neill in attendance to review the proposed final transaction documents and consider the proposed transaction. Representatives of Mayer Brown then reviewed the key terms of the drafts of the merger agreement and the ancillary agreements, including the reimbursement agreement described above, that had been negotiated since the previous meeting of the special committee, and offered members of the special committee the opportunity to ask questions regarding the potential transaction. Then, Sandler O’Neill provided Sandler O’Neill’s updated financial analyses, offered

54

members of the special committee the opportunity to ask questions regarding the potential transaction and rendered its oral opinion to the special committee, which was subsequently confirmed in writing on March 13, 2019, to the effect that, as of such date and based upon and subject to the procedures, factors, limitations, qualifications and assumptions set forth therein, the merger consideration to be received by the holders of the Oaktree class A units was fair, from a financial point of view, to such holders (other than Brookfield, Berlin Merger Sub and their respective affiliates, OCGH, those holders of Oaktree Class A units who are also equity holders of OCGH and holders of restricted units). After discussion by the special committee, including consideration of the factors described below under the heading “ — Recommendation of the Special Committee and the Oaktree Board; Reasons for the Mergers; Fairness of the Mergers—Recommendation and Reasons of the Special Committee ” beginning on page 56, the special committee unanimously (i) declared the merger agreement and the merger advisable, fair to, and in the best interests of Oaktree and its unitholders holding Oaktree class A units (other than Brookfield, Berlin Merger Sub and their respective affiliates, OCGH, such unitholders who are also equity holders of OCGH and holders of restricted units), (ii) recommended that the Oaktree board adopt resolutions approving the merger and declaring that the merger agreement and the merger are advisable, fair to, and in the best interests of Oaktree and the unitholders holding Oaktree class A units (other than Brookfield, Berlin Merger Sub and their respective affiliates, OCGH, such unitholders who are also equity holders of OCGH and holders of restricted units and (iii) recommended that (A) the merger agreement be submitted by the Oaktree board to the unitholders for approval and (B) the Oaktree board recommend that the unitholders holding Oaktree class A units (other than Brookfield, Berlin Merger Sub and their respective affiliates, OCGH, such unitholders who are also equity holders of OCGH and holders of restricted units) adopt the merger agreement.

Following the conclusion of the special committee meeting on the morning of March 13, 2019, before the commencement of trading hours, a telephonic meeting of the full Oaktree board was convened, and the representatives of Simpson Thacher in attendance reviewed the key terms of the draft merger agreement and the ancillary agreements that had been negotiated since the previous meeting of the Oaktree board and offered Oaktree board members the opportunity to ask questions regarding the potential transaction. The representatives of Perella Weinberg then reviewed Perella Weinberg’s financial analyses of the potential transaction and rendered to the Oaktree board Perella Weinberg’s oral opinion, which was subsequently confirmed by delivery of a written opinion dated March 13, 2019, that, as of such date and based upon and subject to the limitations, qualifications and assumptions set forth therein, the merger consideration was fair, from a financial point of view, to the holders of the Oaktree class A units (other than Brookfield, Berlin Merger Sub and their respective affiliates, OCGH, those unitholders who are also equity holders of OCGH and holders of restricted units). The members of the special committee then reported that the special committee unanimously recommended that the full Oaktree board approve the transactions based on the special committee’s independent review, evaluation and negotiation of the contemplated transactions with the advice and assistance of its own financial and legal advisors. Following these discussions, and after review and discussion by the Oaktree board, including consideration of the factors described below under the heading “— Recommendation of the Special Committee and the Oaktree Board; Reasons for the Mergers; Fairness of the Mergers—Recommendation and Reasons of the Oaktree Board ” beginning on page 60, the Oaktree board, including the “Outside Directors” as defined in the Oaktree operating agreement, unanimously declared it advisable and in the best interests of Oaktree and its unitholders that Oaktree enter into the merger agreement and approved the merger agreement and the transactions contemplated thereby, including the merger, and recommended that the unitholders of Oaktree adopt the merger agreement. In addition, at the request of the special committee, the Oaktree board, as added assurance that Oaktree class A unitholders receive all the distributions permitted under the merger agreement, delegated to the special committee the authority to declare distributions after September 30, 2019, to the greatest extent permitted by the merger agreement and applicable law if the Oaktree board fails to do so in a timely fashion.

Immediately following the Oaktree board meeting on March 13, 2019, Oaktree, Brookfield, Berlin Merger Sub, SellerCo and Seller MergerCo entered into the merger agreement. Concurrently with the execution of the merger agreement, Oaktree, Brookfield, OCGH and OCGH’s general partner entered into the support agreement and Oaktree and OCGH entered into the reimbursement agreement. Thereafter, and before the commencement of

55

trading hours, Oaktree and Brookfield issued a joint press release announcing their entry into the merger agreement.

Recommendation of the Special Committee and the Oaktree Board; Reasons for the Mergers; Fairness of the Mergers

Recommendation and Reasons of the Special Committee

At a meeting held on March 13, 2019, the special committee unanimously (i) declared the merger agreement and the initial merger advisable, fair to, and in the best interests of Oaktree and holders of Oaktree class A units (other than Brookfield, Berlin Merger Sub and their respective affiliates, OCGH, such unitholders who are also equity holders of OCGH and holders of Oaktree restricted units), (ii) recommended that the Oaktree board adopt resolutions approving the initial merger and declaring that the merger agreement and the initial merger are advisable, fair to, and in the best interests of Oaktree and holders of Oaktree class A units (other than Brookfield, Berlin Merger Sub and their respective affiliates, OCGH, such unitholders who are also equity holders of OCGH and holders of Oaktree restricted units) and (iii) recommended that (A) the merger agreement be submitted by the Oaktree board to the Oaktree unitholders for approval and (B) the Oaktree board recommend that the holders of Oaktree class A units (other than Brookfield, Berlin Merger Sub and their respective affiliates, OCGH, such unitholders who are also equity holders of OCGH and holders of Oaktree restricted units) adopt the merger agreement. In reaching its decision, the special committee considered a number of potentially positive factors, including the following (not necessarily in order of relative importance):

56

57

58

The special committee also considered and balanced against the potentially positive factors a number of uncertainties, risks and other potentially negative factors in its deliberations concerning the initial merger and the other transactions contemplated by the merger agreement, including the following (not necessarily in order of relative importance):

59

Recommendation and Reasons of the Oaktree Board

At a meeting of the Oaktree board held on March 13, 2019, after consideration of, and based upon, the unanimous recommendation of the special committee comprised solely of independent and disinterested directors (including, for the avoidance of doubt, all of the “Outside Directors” as defined in the Oaktree operating agreement), the Oaktree board unanimously (i) determined that it is advisable, fair to, and in the best interests of, Oaktree and its unitholders that Oaktree enter into the merger agreement, (ii) adopted, approved and declared advisable the merger agreement, the other transaction agreements and the transactions contemplated thereby, including the merger, and all other actions or matters necessary or appropriate to give effect to the foregoing, (iii) subject to an adverse recommendation change pursuant to the merger agreement, resolved to recommend that the unitholders adopt the merger agreement and approve the merger and the other contemplated transactions; and (iv) resolved that the adoption of the merger agreement and the approval of the merger and the other contemplated transactions be submitted for consideration by the Oaktree unitholders. The Oaktree board, on behalf of Oaktree, further believes that the mergers are fair to Oaktree’s “unaffiliated security holders,” as defined under Rule 13e-3 under the Exchange Act.

Accordingly, the Oaktree board unanimously recommends that Oaktree’s unitholders, by executing and returning the written consent furnished with this consent solicitation statement/prospectus:

60

In reaching its determinations, the full Oaktree board considered the analyses and conclusions of the special committee, including the factors described above, and the unanimous recommendation of the special committee that the Oaktree board adopt resolutions approving the initial merger and declaring that the merger agreement and the initial merger are advisable, fair to, and in the best interests of Oaktree and holders of Oaktree class A units (other than Brookfield, Berlin Merger Sub and their respective affiliates, OCGH, such unitholders who are also equity holders of OCGH and holders of Oaktree restricted units).

In addition to the factors described above, the full Oaktree board also considered a variety of factors weighing positively in favor of the merger agreement and the transactions contemplated by it, including the following (not necessarily in order of relative importance):

61

After taking into account the factors set forth above, as well as others, the Oaktree board concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the merger were outweighed by the potential benefits of the merger to Oaktree’s unitholders.

The foregoing discussion of factors considered by the Oaktree board and the special committee is not intended to be exhaustive, but summarizes the material factors considered by the Oaktree board and special committee. In light of the variety of factors considered in connection with their evaluation of the merger agreement and the merger, the Oaktree board and special committee did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching their determinations and recommendations. Moreover, each member of the Oaktree board and special committee applied his or her own personal business judgment to the process and may have given different weight to different factors. The Oaktree board and special committee did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support their ultimate determinations. The Oaktree board and special committee based their recommendations on the totality of the information presented. It should be noted that this explanation of the reasoning of the Oaktree board and special committee and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “ Cautionary Information Regarding Forward-Looking Statements ” beginning on page 118.

Opinion of Oaktree’s Financial Advisor

Oaktree retained Perella Weinberg to act as its financial advisor in connection with the initial merger. Oaktree selected Perella Weinberg based on Perella Weinberg’s qualifications, expertise and reputation and its knowledge of the business and affairs of Oaktree and Brookfield and the industry in which Oaktree and Brookfield conduct their businesses. Perella Weinberg, as part of its investment banking business, is continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, leveraged buyouts and other transactions as well as for corporate and other purposes.

On March 13, 2019, Perella Weinberg rendered its oral opinion, subsequently confirmed in writing, to the Oaktree board that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations set forth therein, the merger consideration to be received by the holders of Oaktree class A units (other than excluded holders) pursuant to the merger agreement was fair, from a financial point of view, to such holders.

The full text of Perella Weinberg’s written opinion, dated March 13, 2019, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Perella Weinberg, is attached as Annex D to this consent solicitation/prospectus and is incorporated by reference herein. Holders of Oaktree units are urged to read Perella Weinberg’s opinion carefully and in its entirety. The opinion does not address Oaktree’s underlying business decision to enter into the merger agreement or any of the other transactions contemplated by the merger agreement or the relative merits of the initial merger or such other transactions as compared with any other strategic alternative which may be available to Oaktree. The opinion was not intended to be and does not constitute a recommendation to any holder of Oaktree units, Brookfield class A shares or holder of any other securities as to how to vote or otherwise act with respect to the initial merger or any other matter, including what form of merger consideration such holder should elect to receive pursuant to the election procedure set forth in the merger agreement. The opinion does not in any manner address the prices at which the Oaktree class A units or Brookfield class A shares will trade at any time. In addition, Perella Weinberg expressed no opinion as to the fairness of the initial merger or of the subsequent merger (or any arrangements made in connection with the initial merger or the subsequent merger) to, or any consideration received (or which may in the future be received) in connection with the initial merger or the subsequent merger by, the holders of any other class of securities, including for the avoidance of doubt the Unaffected Units, creditors or other constituencies of Oaktree. Perella Weinberg provided its opinion for the information and assistance of the Oaktree board, acting in capacity as such, in connection with, and for the purposes of its evaluation of, the initial merger. This summary is qualified in its entirety by reference to the full text of the opinion.

62

In arriving at its opinion, Perella Weinberg, among other things:

In arriving at its opinion, Perella Weinberg assumed and relied upon, without assuming responsibility for independent verification, the accuracy and completeness of the financial and other information supplied or otherwise made available to it (including information that was available from generally recognized public sources) for purposes of its opinion and further assumed, with the Oaktree board’s consent, that information furnished by Oaktree for purposes of Perella Weinberg’s analysis did not contain any material omissions or misstatements of material fact. With respect to the Oaktree Forecasts, Perella Weinberg was advised by the management of Oaktree, and assumed, with the Oaktree board’s consent, that they had been reasonably prepared on bases reflecting the best available estimates at the time and good faith judgments of management of Oaktree as to the future financial performance of Oaktree and the other matters covered thereby, and Perella Weinberg expressed no view as to the reasonableness of the Oaktree Forecasts or the assumptions on which they were based. With respect to the Brookfield Forecasts, Perella Weinberg was advised by the management of Brookfield, and assumed, with the Oaktree board’s consent, that they had been reasonably prepared on bases reflecting the best available estimates at the time and good faith judgments of management of Brookfield as to the future financial performance of Brookfield and the other matters covered thereby, and Perella Weinberg expressed no view as to the reasonableness of the Brookfield Forecasts or the assumptions on which they were based. With respect to the Public Forecasts, Perella Weinberg assumed that such forecasts were reasonably prepared and were reliable for the purposes used in Perella Weinberg’s analyses. In arriving at its opinion, Perella Weinberg did not make and was not provided with any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or off-balance-sheet assets and liabilities) of Oaktree or

63

Brookfield. In addition, Perella Weinberg did not evaluate the solvency of any party to the merger agreement under any state, provincial or federal laws relating to bankruptcy, insolvency or similar matters. In arriving at its opinion, Perella Weinberg also assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the merger agreement were true and correct, that the initial merger would be consummated in accordance with the terms set forth in the merger agreement, without material modification (including, without limitation, modification to the mix of merger consideration or the form or structure of the transaction) or amendment, without waiver of any of its covenants or conditions, or without delay, and that the final executed merger agreement would not differ in any respect material to its analysis from the draft merger agreement that it reviewed. In addition, Perella Weinberg assumed that in connection with the receipt of all the necessary approvals of the initial merger, no delays, limitations, conditions or restrictions would be imposed that could have an adverse effect on Oaktree, Brookfield or the contemplated benefits expected to be derived in the initial merger. Perella Weinberg relied as to all legal matters relevant to rendering its opinion upon the advice of counsel.

Perella Weinberg’s opinion addressed only the fairness from a financial point of view to the holders of Oaktree class A units (other than excluded holders), solely in their capacity as such, as of the date of Perella Weinberg’s opinion, of the merger consideration to be received by such holders pursuant to the merger agreement. Perella Weinberg was not asked to offer, and it did not offer, any opinion as to any other term of the merger agreement, the proration methodology set forth in the merger agreement, the form or structure of the initial merger or the structure of the subsequent merger or the likely timeframe in which the initial merger or the subsequent merger would be consummated. Perella Weinberg’s opinion did not address the allocation of the merger consideration as between holders of Oaktree class A units who receive the cash consideration or the share consideration or the relative fairness of the cash consideration and the share consideration. Perella Weinberg’s opinion did not address any aspect of the subsequent merger or the fairness of the merger consideration to holders of SellerCo units or the allocation of the merger consideration as between the holders of Oaktree class A units and holders of SellerCo units. In addition, Perella Weinberg expressed no opinion as to (x) the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the merger agreement, or any class of such persons, or (y) any effect of the initial merger or the subsequent merger or any arrangements entered into in connection with the initial merger or the subsequent merger or relating to Oaktree class B units or the Oaktree preferred units (which Oaktree preferred units, together with the Oaktree class B units, are referred to as the “Unaffected Units”) (including the fairness of any consideration received (or which may in the future be received) in connection with the initial merger or the subsequent merger by holders of Unaffected Units), in the case of each of the foregoing clauses (x) and (y) whether relative to the merger consideration or otherwise. Perella Weinberg did not express any opinion as to any tax or other consequences that may result from the transactions contemplated by the merger agreement, nor did its opinion address any legal, tax, regulatory or accounting matters, as to which Perella Weinberg understood Oaktree had received such advice as it deemed necessary from qualified professionals. Perella Weinberg’s opinion did not address the underlying business decision of Oaktree to enter into the merger agreement or any of the other transactions contemplated by the merger agreement or the relative merits of the initial merger and such other transactions as compared with any other strategic alternative which may be available to Oaktree. In arriving at its opinion, Perella Weinberg was not authorized to solicit, and did not solicit, interest from any third party with respect to any business combination or other extraordinary transaction involving Oaktree.

Perella Weinberg expressed no opinion as to the fairness of the initial merger or of the subsequent merger (or any arrangements made in connection with the initial merger or the subsequent merger) to, or any consideration received (or which may in the future be received) in connection with the initial merger or the subsequent merger by, the holders of any other class of securities, including for the avoidance of doubt the Unaffected Units, creditors or other constituencies of Oaktree. Perella Weinberg’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of its opinion. It should be understood that subsequent developments may affect Perella Weinberg’s opinion and the assumptions used in preparing it, and Perella Weinberg does not have any obligation to update, revise, or

64

reaffirm its opinion. The issuance of Perella Weinberg’s opinion was approved by a fairness opinion committee of Perella Weinberg.

Summary of Material Financial Analyses

In connection with its opinion, Perella Weinberg performed standalone valuations of each of Oaktree and Brookfield using a variety of methodologies and an exchange ratio analysis derived from the Oaktree and Brookfield standalone valuation ranges for each respective methodology. The following is a summary of the material financial analyses performed by Perella Weinberg and reviewed by the Oaktree board in connection with Perella Weinberg’s opinion relating to the initial merger and does not purport to be a complete description of the financial analyses performed by Perella Weinberg. The order of analyses described below does not represent the relative importance or weight given to those analyses by Perella Weinberg. Some of the summaries of the financial analyses include information presented in tabular format.

In order to fully understand Perella Weinberg’s financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Perella Weinberg’s financial analyses.

Exchange Ratio Analysis

Perella Weinberg performed an implied exchange ratio analysis which reviewed implied exchange ratios derived from the Oaktree and Brookfield standalone valuation ranges for each of their respective standalone valuation methodologies as are described below. Implied exchange ratios were calculated as follows: the low end of the exchange ratio range was calculated by dividing the low end of the Oaktree class A unit price range by the high end of the Brookfield class A share price range and the high end of the exchange ratio range was calculated by dividing the high end of the Oaktree class A unit price range by the low end of the Brookfield class A share price range.

Selected Publicly Traded Companies

In respect of the selected publicly traded companies analyses for each of Oaktree and Brookfield set forth below, the implied exchange ratio range for 2019 estimated earnings was 0.69x – 1.39x and for 2020 estimated earnings was 0.43x – 0.93x. Perella Weinberg compared these ranges to the 1.0770x exchange ratio set forth in the merger agreement.

Discounted Cash Flow

In respect of the discounted cash flow analyses for each of Oaktree and Brookfield set forth below, the implied exchange ratio range was 0.67x – 0.98x. Perella Weinberg compared this range to the 1.0770x exchange ratio set forth in the merger agreement.

Oaktree Standalone Valuation

Selected Publicly Traded Companies Analysis of Oaktree

Perella Weinberg reviewed and compared certain financial information for Oaktree to corresponding financial information, ratios and public market multiples for certain publicly held companies in the alternative asset management industry. Although none of the following companies are identical to Oaktree, Perella Weinberg selected these companies because they had publicly traded equity securities and were deemed to be similar to Oaktree in one or more respects, including operating in the alternative asset management industry.

65

Oaktree Selected Publicly Traded Companies