FORM 20-F/A Brookfield Property Partners L.P. - Brookfield Asset ...

VOTING AGREEMENTSOur company and Brookfield have determined that it is advisable for our company to have control overthe Property General Partner, Property GP LP and the Property Partnership. Accordingly, the Voting Agreementprovides our company, through the BPY General Partner, with a number of rights.Pursuant to the Voting Agreement, any voting rights with respect to the Property General Partner,Property GP LP and the Property Partnership will be voted in favour of the election of directors approved by ourcompany. For these purposes, our company may maintain, from time to time, an approved slate of nominees orprovide direction with respect to the approval or rejection of any matter in the form of general guidelines,policies or procedures in which case no further approval or direction will be required. Any such generalguidelines, policies or procedures may be modified by our company in its discretion.In addition, pursuant to the Voting Agreement, any voting rights with respect to the Property GeneralPartner, Property GP LP and the Property Partnership will be voted in accordance with the direction of ourcompany with respect to the approval or rejection of the following matters: (i) any sale of all or substantially allof its assets; (ii) any merger, amalgamation, consolidation, business combination or other material corporatetransaction, except in connection with any internal reorganization that does not result in a change of control;(iii) any plan or proposal for a complete or partial liquidation or dissolution, or any reorganization or any case,proceeding or action seeking relief under any existing laws or future laws relating to bankruptcy or insolvency;(iv) any amendment to the limited partnership agreement of Property GP LP or the Property Partnership; or(v) any commitment or agreement to do any of the foregoing.In addition, pursuant to the Voting Agreement, Brookfield has agreed that it will not exercise its rightunder the limited partnership agreement for Property GP LP to remove the Property General Partner as thegeneral partner of Property GP LP except with the prior consent of our company.The Voting Agreement will be terminated: (i) at such time that our company ceases to own any limitedpartnership interest in the Property Partnership; (ii) at such time that the BPY General Partner (or its successorsor permitted assigns) involuntarily ceases to be the general partner of our company; (iii) at such time that that theProperty GP LP (or its successors or permitted assigns) involuntarily ceases to be the general partner of PropertyPartnership; or (iv) at such time that that the Property General Partner (or its successors or permitted assigns)involuntarily ceases to be the general partner of the Property GP LP. In addition, our company is permitted toterminate the Voting Agreement upon 30 days’ notice.The Voting Agreement also contains restrictions on transfers of the shares of the Property General Partnerand provides that Brookfield may transfer shares of the Property General Partner to any of its affiliates.Our company and Brookfield have also determined that it is advisable for our company to have controlover certain of the entities through which we hold our operating entities. Accordingly, our company has enteredinto voting agreements on substantially the same terms as the Voting Agreement, to provide us, through the BPYGeneral Partner, with voting rights over the entities through which we hold certain of our operating entities,including GGP, Rouse and certain of our private equity funds.INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERSTo the knowledge of our company, no current or former director, officer or employee of our company,nor any associate or affiliate of any of them, is or was indebted to our company at any time since its formation.At April 5, 2012, the aggregate indebtedness to Brookfield Office Properties, one of our operatingentities, or its subsidiaries of all officers, directors and employees and former officers, directors and employeesof Brookfield Office Properties and its subsidiaries was C$698,726. No loans have been extended since July 30,134