Inter Pipeline Ltd. Tax Election Form Questionnaire

The tax commentaries below are applicable to Canadian resident taxpayers (“Resident Holders”) that dispose Inter Pipeline Ltd. (“IPL”) common shares (“Common Shares”) to Bison Acquisition Corp (“BIPC”) or Brookfield Infrastructure Corporation Exchange Limited Partnership (“Exchange LP”) (collectively referred to as “Brookfield Infrastructure”). The commentaries assume such Resident Holders own their IPL Common Shares as capital property.

Disposition of IPL common shares for cash and BIPC shares

A Resident Holder that disposes of Common Shares to Brookfield Infrastructure for cash and/or BIPC Shares will be considered to have disposed of such Common Shares for proceeds of disposition equal to the aggregate fair market value of the cash and/or the BIPC Shares received. Such a Resident Holder will realize a capital gain (or a capital loss) equal to the amount by which such proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the aggregate adjusted cost base to the Resident Holder of the Common Shares disposed of. A Resident Holder that receives only cash and/or BIPC Shares for its Common Shares is not eligible to make a tax deferral election as noted below. A Resident Holder should consult its own tax advisor on the determination of the fair market value of any BIPC Shares received on the disposition of its Common Shares and the computation of its capital gain (or capital loss), if any.

Disposition of IPL common shares for Exchange LP Units

A Resident Holder that disposes of Common Shares for Exchange LP Units will be considered to have disposed of such Common Shares for proceeds of disposition equal to the aggregate fair market value of the Exchangeable LP Units received, unless a valid election under subsection 97(2) of the Income Tax Act (Canada) is made. A Resident Holder that does not make such an election will realize a capital gain (or a capital loss) equal to the amount by which such proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the aggregate adjusted cost base to the Resident Holder of the Common Shares disposed of.

A Resident Holder may choose to defer all or a portion of any capital gain that would otherwise be realized on the exchange of its Common Shares for Exchangeable LP Units by filing with the Canada Revenue Agency (the “CRA”) (and, where applicable, with a provincial tax authority) a joint election under subsection 97(2) of the Income Tax Act (Canada) (“Joint Tax Election”). However, a Resident Holder will not be eligible to make a Joint Tax Election if the Resident Holder held its Common Shares through a tax-exempt account, including, but not limited to, a registered retirement savings plan (“RRSP”), registered retirement income fund (“RRIF”), deferred profit-sharing plan (“DPSP”), registered education savings plan (“RESP”), registered disability savings plan (“RDSP”), or a tax-free savings account (“TFSA”).

To make a Joint Tax Election, an electing Resident Holder must provide the relevant information to Brookfield Infrastructure through this form [Inter Pipeline Ltd. Tax Election Form Questionnaire] (supported browsers for the form include Chrome, Firefox, Safari, and Microsoft Edge). The relevant information must be submitted to Brookfield Infrastructure through this form on or before (i) November 2, 2021 (if the Resident Holder disposed of its Common Shares under the takeover bid) or (ii) the day that is 60 days after the Effective Date of the Arrangement (if the Resident Holder disposed of its Common Shares pursuant to the Arrangement). After Brookfield Infrastructure receives all of the relevant information through the form, Brookfield Infrastructure will process and deliver the completed Joint Tax Election to the electing Resident Holder based on the responses provided by the Resident Holder. The completed Joint Tax Election will not be available immediately after all of the information has been submitted but will be available before the filing due date (generally within 48 hours of submitting the form). However, a copy of a Resident Holder’s responses to the form will be emailed immediately upon submission of the questionnaire. The Joint Tax Election will be delivered by email through a secure document via DocuSign. If you do not receive your Joint Tax Election within 48 hours of submitting the form, it is recommended checking your spam filters. After the receipt of the completed Joint Tax Election, each electing Resident Holder will be solely responsible for reviewing and executing (including entering Resident Holder’s Social Insurance Number on the form) its portion of the Joint Tax Election and submitting it to the CRA (and, where applicable, to any provincial tax authority) within the required time. An electing Resident Holder should consult its own tax advisor on the completion of the Joint Tax Election.

*Note: A French version of the form will be available shortly.

An electing Resident Holder should have the following information available before starting the tax election process:

• Confirmation of the transfer of its Common Shares to Exchange LP;
• If applicable, confirmation that a Supplementary Election has been made;
• Details of the number of Common Shares transferred to Exchange LP; and
• Adjusted cost base of the Common Shares transferred to Exchange LP.

For greater certainty, Resident Holder should NOT file a Joint Tax Election if any of the following apply:

• Resident Holder is a non-resident of Canada who is not required to file a Canadian tax return. Non-residents of Canada who dispose of shares in a Canadian corporation may have to file a Canadian tax return. Please discuss your situation with your tax advisor;
• Resident Holder held all of the exchanged Common Shares in a RRSP, RRIF, RESP, RPP, TFSA or other tax-exempt Canadian plan;
• Resident Holder realized a capital loss for tax purposes as a result of the disposition of the exchanged Common Shares;
• Resident Holder elected to receive ONLY cash and/or BIPC shares and did NOT receive any Exchange LP Units as part of the transaction.

What is the tax nature of the distributions paid by Brookfield Infrastructure Corporation?
Brookfield Infrastructure Corporation expects to pay eligible dividends to its shareholders.

I am a Canadian resident. Is the dividend I am paid from Brookfield Infrastructure Corporation subject to withholding tax?
Dividends paid from Brookfield Infrastructure Corporation to Canadian resident shareholders are not subject to withholding tax.

Is the dividend I am paid from Brookfield Infrastructure Corporation considered an “eligible dividend”?
For purposes of the enhanced dividend tax credit rules contained in the Income Tax Act (Canada) and any corresponding provincial and territorial tax legislation, all dividends (and deemed dividends) paid by Brookfield Infrastructure Corporation to Canadian residents and unless stated otherwise, are designated as "eligible dividends".

Is Brookfield Infrastructure Corporation eligible for Tax-Deferred Plans?
Brookfield Infrastructure Corporation is a qualified investment for registered retirement savings plans, deferred profit-sharing plans, registered retirement income funds, registered education savings plans, registered disability savings plans and tax-free savings accounts.

What Tax Form will I receive as a Canadian shareholder?
Form T5 – Statement of Investment Income will be issued to Canadian resident shareholders. Form T5 contains information about investment income from Brookfield Infrastructure Corporation.

Who will send my Tax Form (T5)?
Unregistered Canadian resident shareholders (i.e., those holding their shares in street name with their brokerage) who own their shares in a non tax-deferred account should receive a T5 from their Canadian broker. If you are a beneficial Canadian resident shareholder and did not receive your Form T5, please contact the brokerage firm with whom your shares are held.

Registered Canadian resident shareholders will receive a T5 directly from our transfer agent Computershare Trust Company of Canada. If you are a registered Canadian resident shareholder and did not receive your Form T5, please contact Computershare toll-free at 1-800-564-6253 or direct dial at 1-514-982-7555.

When will I (non-registered shareholder) receive my Tax Form (T5)?
Typically, brokers will prepare and distribute the Form T5 in late February. If you have any questions about Form T5 you should contact your broker.

Why does the $CAD cash I received not equal the amount reflected on my T5?
The dividends you receive adjusted for foreign exchange rates should equal the investment income reported on Form T5. There may be minor differences due to exchange rates.

Is Brookfield Infrastructure Corporation a Specified Foreign Property?
Brookfield Infrastructure Corporation is not a Specified Foreign Property and therefore does not need to be reported on Form T1135 Foreign Income Verification Statement.

What is the Adjusted Cost Base (“ACB”) of my shares?
In general, a shareholder's tax cost or ACB of his/her Brookfield Infrastructure Corporation shares should equal the amount paid to acquire the shares.

I owned units of Brookfield Infrastructure Partners L.P. prior to the formation of Brookfield Infrastructure Corporation. As a result of the special distribution from Brookfield Infrastructure Partners L.P. in 2020, I received class A shares of Brookfield Infrastructure Corporation. Is this special distribution taxable for Canadian federal income tax purposes?

The special distribution should not be taxable to a Canadian resident shareholder for Canadian income tax purposes provided the adjusted cost base of the Brookfield Infrastructure Partners L.P. units held by the Canadian resident holder is positive after the special distribution. In general, this special distribution will reduce the adjusted cost base of your interest in the partnership units of Brookfield Infrastructure Partners L.P. by an amount equal to the fair market value at the time of the special distribution of the class A shares you have received. The same fair market value at the time of the special distribution of the class A shares received is your adjusted cost base. The 5-day volume weighted average price (VWAP) ending April 6, 2020 of a share of Brookfield Infrastructure Corporation on the Toronto Stock Exchange was $50.12. On Jun 13, 2022, there was a 3 for 2 share split in the shares of Brookfield Infrastructure Corporation. Please consult with your tax advisor on how the share split would impact your adjusted cost base of your Brookfield Infrastructure Corporation shares.

I understand I can exchange a class A share of Brookfield Infrastructure Corporation for a unit of Brookfield Infrastructure Partners L.P. What are the tax consequences to a Canadian shareholder as a result of this exchange?
The exchange would be considered a disposition of the class A share of Brookfield Infrastructure Corporation. A Canadian resident shareholder who disposes of a share of Brookfield Infrastructure Corporation, will realize a capital gain (or sustain a capital loss) equal to the amount by which the proceeds of disposition exceed (or are exceeded by) the aggregate of the shareholder’s adjusted cost base of such share and any reasonable costs of disposition.

What is the tax nature of the distributions paid by Brookfield Infrastructure Corporation?
Subject to the holding period, dividends paid by Brookfield Infrastructure Corporation will be eligible for “qualified dividend” treatment. Whether dividends paid by Brookfield Infrastructure Corporation will in fact be “qualified dividends” to any shareholder will depend on that shareholder’s specific circumstances, including the shareholder’s holding period for the Brookfield Infrastructure Corporation shares on which such dividends are received.

Is Brookfield Infrastructure Corporation considered a Passive Foreign Investment Company ("PFIC")?
Based on the current and anticipated composition of the income, assets and operations of Brookfield Infrastructure Corporation and its subsidiaries, Brookfield Infrastructure Corporation does not believe that it will be a PFIC for U.S. federal income tax purposes for the current taxable year or for future taxable years. However, the application of the PFIC rules is subject to uncertainty in several respects, and a separate determination must be made after the close of each taxable year as to whether Brookfield Infrastructure Corporation is a PFIC for that year. Changes in the composition of Brookfield Infrastructure Corporation income or assets may cause Brookfield Infrastructure Corporation to become a PFIC. Accordingly, there can be no assurance that Brookfield Infrastructure Corporation will not be a PFIC for any taxable year.

I am a U.S. resident. Is the dividend I am paid from Brookfield Infrastructure Corporation subject to withholding tax?
Dividends paid from Brookfield Infrastructure Corporation to a U.S. resident shareholder may be subject to Canadian withholding tax. The rate of withholding varies, amongst other factors, depending on the type of ownership account, and whether holders have provided their broker (or Brookfield Infrastructure Corporation’s transfer agent in the case of registered shareholders) with the appropriate Canada Revenue Agency (“CRA”) form (Form NR301, NR302, and NR303). The withholding tax rate can range from nil to 25%.

What Tax Form will I receive as a U.S. shareholder?
Dividends paid by Brookfield Infrastructure Corporation are reported annually on Form 1099 which is generally distributed to shareholders in February. U.S. tax information for distributions paid in 2022 can also be found here

I owned units of Brookfield Infrastructure Partners L.P. prior to the formation of Brookfield Infrastructure Corporation. As a result of the special distribution from Brookfield Infrastructure Partners L.P. in 2020, I received class A shares of Brookfield Infrastructure Corporation. Is this special distribution taxable for U.S. federal income tax purposes?
Brookfield Infrastructure Partners L.P. is expected to qualify as an "investment" partnership" so that the special distribution of class A shares of Brookfield Infrastructure Corporation to a U.S. unitholder who is an "eligible partner" qualifies as a non-taxable distribution of property. The initial basis tax basis in the class A shares received in the special distribution by a U.S. unitholder that qualifies as an eligible partner will equal the lesser of (i) Brookfield Infrastructure Partners L.P.'s adjusted tax basis in such class A shares immediately before the distribution of $35.748 per share and (ii) such U.S. unitholder's adjusted tax basis in its interest in Brookfield Infrastructure Partners L.P. reduced by the amount of any cash received in lieu of fractional class A shares pursuant to the special distribution. On Jun 13, 2022, there was a 3 for 2 share split in the shares of Brookfield Infrastructure Corporation. Please consult with your tax advisor on how the share split would impact your adjusted cost basis of your Brookfield Infrastructure Corporation shares.

I exchanged a Class A share of Brookfield Infrastructure Corporation for a unit of Brookfield Infrastructure Partners L.P. in 2020. What are the tax consequences to a U.S. shareholder as a result of this exchange? 

We expect the exchange to be treated as a taxable sale of your Class A Shares for U.S. federal income tax purposes. A shareholder treating the exchange as a taxable sale would recognize gain or loss equal to the difference between the value of the Brookfield Infrastructure Partners LP units received (at the time of the exchange) and the adjusted tax basis of the Brookfield Infrastructure Corporation Class A shares exchanged. However, the U.S. tax characterization of the exchange depends on your specific facts and circumstances.

I am a European resident. Is the dividend I am paid from Brookfield Infrastructure Corporation subject to withholding tax?
Dividend paid from Brookfield Infrastructure Corporation to European resident shareholders may be subject to Canadian withholding tax. The rate of withholding varies, amongst other factors, depending on the type of ownership account, the tax residency of the shareholder, and whether shareholders have provided their broker (or Brookfield Infrastructure Corporation’s transfer agent in the case of registered shareholders) with the appropriate Canada Revenue Agency (“CRA”) form (Form NR301, NR302, and NR303).

What is the tax nature of the distributions paid by Brookfield Infrastructure Corporation?
Distributions from Brookfield Infrastructure Corporation are expected to be unfranked dividends to Australian tax resident unitholders.

I am an Australian resident. Is the dividend I am paid from Brookfield Infrastructure Corporation subject to withholding tax?
Dividend paid from Brookfield Infrastructure Corporation to an Australian resident shareholder may be subject to Canadian withholding tax. The rate of withholding varies, amongst other factors, depending on the type of ownership account, and whether shareholders have provided their broker (or Brookfield Infrastructure Corporation’s transfer agent in the case of registered shareholders) with the appropriate Canada Revenue Agency (“CRA”) form (Form NR301, NR302, and NR303). The withholding tax rate can range from nil to 25%.

• 2022 Form 8937 – Share Split
• 2022 Form 8937
• 2021 Form 8937
• 2020 Form 8937

• 2023 US tax Information for Distributions
• 2022 US tax Information for Distributions
• 2021 US tax Information for Distributions
• 2020 US tax Information for Distributions