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

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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
2002 to directors, executives or senior officers of Brookfield Office Properties. At March 30, 2012, Richard B.Clark, the CEO of Brookfield Office Properties, had an outstanding non-interest bearing loan from BrookfieldOffice Properties of C$698,726. The largest amount outstanding of such loan during the 12 months endedDecember 31, 2011 was C$698,726. Mr. Clark’s common shares purchased with the loan are held as security forthe loan.INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONSExcept as disclosed in this Form 20-F, no proposed director or senior officer of the BPY General Partneror the Managers or other insider of our company, nor any associate or affiliate of the foregoing persons, has anyexisting or potential material conflict of interest with our company, the Property Partnership or any of itssubsidiaries or interest in any material transaction involving our company, the Property Partnership or any of itssubsidiaries.7.C. INTERESTS OF EXPERTS AND COUNSELNot applicable.ITEM 8. FINANCIAL INFORMATION8.A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATIONSee Item 18. “Financial Statements”.8.B. SIGNIFICANT CHANGESIn April 2012, one of our company’s real estate finance funds obtained control over an operating resortproperty by foreclosing on a loan receivable. The carrying amount of the loan receivable at March 31, 2012 was$174 million.ITEM 9. THE OFFER AND LISTING9.A. OFFER AND LISTING DETAILSSee Item 9.C. “The Offer and Listing — Markets”.9.B. PLAN OF DISTRIBUTIONNot applicable.9.C. MARKETSThere is currently no public trading market for our units. However, our company intends to apply to listits units on the NYSE and the TSX under the symbol “BPY”. Listing of our units will be subject to our companymeeting the listing requirements of the NYSE and the TSX.9.D. SELLING SHAREHOLDERSNot applicable.9.E. DILUTIONNot applicable.135
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UNITED STATESSECURITIES AND EXCHANG
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TABLE OF CONTENTSINTRODUCTION AND U
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INTRODUCTION AND USE OF CERTAIN TER
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Historical Performance and Market D
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• the departure of some or all of
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(US$ Millions) Mar. 31, 2012 Dec. 3
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Our company is not, and does not in
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Additionally, as part of our strate
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Our inability to enter into renewal
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The computation of cost reimburseme
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management agreement in limited cir
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• differences in cultures;• cha
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• the same professionals within B
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to the agreement. In addition, beca
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our company. In particular, our uni
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fractional units, without reduction
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federal income tax purposes, direct
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Under legislation recently enacted
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the Property Partnership, income fo
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“taxable Canadian property”. Un
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THE SPIN-OFFBackground to and Purpo
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Transaction AgreementsOur company a
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• recognize that superior returns
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• Trizec Western Canada - 3.5 mil
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As at the dates set out below, we h
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Office Property Portfolio (1) Asset
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Our strategy is to sign long-term l
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Our portfolio also includes, as at
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The following table presents the le
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properties that we believe have sig
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domestic economy and overall low un
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Environmental ProtectionWe are comm
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consideration for causing the Prope
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Operating EntitiesOur business is o
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Multi-Family and Industrial Platfor
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NOI is used as a key indicator of p
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Opportunistic Investmentsopportunit
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First Quarter Performance Highlight
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development sites, we will proceed
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The decrease in equity accounted in
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RetailIFRS Value - RetailThe follow
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The key valuation metrics of our re
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FFO for the three months ended Marc
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Page 89 and 90: Equity accounted investments as at
Page 91 and 92: Operating results - OfficeThe follo
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Page 97 and 98: interests, of $681 million. Discoun
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Page 103 and 104: increase in interest rates on inter
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Page 107 and 108: Other DerivativesThe following othe
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Page 129 and 130: Other ServicesBrookfield may provid
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Page 133 and 134: connection with a particular transa
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Page 141 and 142: Nature and PurposeUnder our limited
Page 143 and 144: Bermuda Limited Partnership Act 188
Page 145 and 146: In addition, the BPY General Partne
Page 147 and 148: Withdrawal of the BPY General Partn
Page 149 and 150: entity or any other holding entity
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Page 153 and 154: agreement, a holder of Property Par
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Page 161 and 162: successor general partner will have
Page 163 and 164: Indemnification; Limitations on Lia
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Page 179 and 180: any particular time (in light of po
Page 181 and 182: (c)(d)the amount and description of
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Page 185 and 186: Canadian Limited Partner and will b
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(under Tax Proposals released on Au
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our actual results of operations an
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10.G. STATEMENT BY EXPERTSThe follo
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PART IIITEM 13.DEFAULTS, DIVIDEND A
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SIGNATURESThe registrant hereby cer
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COMMERCIAL PROPERTY OPERATIONS OF B
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Commercial Property Operations of B
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The financial statements are prepar
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liabilities are provided for using
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In a net investment hedging relatio
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provided in connection with a lease
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over from IAS 39 the requirements f
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Values are most sensitive to change
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NOTE 7: EQUITY ACCOUNTED INVESTMENT
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Included in other non-current asset
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NOTE 13: CAPITAL SECURITIESCapital
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The major components of income tax
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(b) Property net operating incomeNe
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NOTE 22: CAPITAL MANAGEMENT AND LIQ
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Other derivativesThe following othe
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The following table outlines financ
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NOTE 24: RELATED PARTIESIn the norm
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(US$ Millions) Revenue Net operatin
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Schedule III -Supplemental Schedule
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(b) Adoption of Accounting Standard
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distributed by GGP. The Business su
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NOTE 10: OTHER NON-CURRENT LIABILIT
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(b) Property net operating incomePr
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NOTE 19: RELATED PARTIESIn the norm
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The following summary presents fina
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Report of Independent Registered Ch
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BROOKFIELD PROPERTY PARTNERS L.P.NO
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Report of Independent Registered Ch
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BROOKFIELD PROPERTY PARTNERS LIMITE
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TRZ HOLDINGS LLC AND SUBSIDIARIESCo
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Independent Auditor’s ReportTo th
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TRZ HOLDINGS LLC AND SUBSIDIARIESCO
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TRZ HOLDINGS LLC AND SUBSIDIARIESCO
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TRZ HOLDINGS LLC AND SUBSIDIARIESNO
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the associated lease and any contra
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Accounting for Uncertain Tax Positi
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3. REAL ESTATEThe Company’s inves
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Statement of Operations Information
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Future amortization of these intang
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Collateralized Property Loans — P
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Subsequent to April 9, 2009, in con
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INDEX TO UNAUDITED PRO FORMA FINANC
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BROOKFIELD PROPERTY PARTNERS L.P.Un
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BROOKFIELD PROPERTY PARTNERS L.P.Un
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The company and Brookfield intend f
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The unaudited pro forma balance she
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(g) Exclusion of Brookfield’s 2%
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REF58435NAME OF PARTNERSHIP:CERTIFI
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DECLARATIONMade pursuant to The Exe
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REF58435BERMUDALimited Partnership
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Registration No. 46137BERMUDACERTIF
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Dated the 8thday of March 2012.THE
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THIS LIMITED PARTNERSHIP AGREEMENT
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11. TERM: DISSOLUTION: CONTINUATION
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15.2 any certificates or other inst
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Exhibit 4.1MASTER PURCHASE AGREEMEN
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2. Covenants to Complete the Reorga
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4.5 Brookfield and BPY will also, d
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IN WITNESS WHEREOF the parties here
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The Australian Operations are compr
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TABLE OF CONTENTSARTICLE 1INTERPRET
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MASTER SERVICES AGREEMENTTHIS AGREE
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1.1.15 “Equity Enhancement Distri
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1.1.35 “Permit” means any conse
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1.3.5 any reference to this Agreeme
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2.3 Other ManagersThe Managers may,
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3.2.2 For greater certainty and not
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ARTICLE 6INFORMATION AND RECORDS6.1
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Recipients elect to pay all or a po
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ARTICLE 8BROOKFIELD’S OBLIGATIONB
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and against any claims, liabilities
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11.2.1.2 any of the Managers engage
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11.6 Release of Money or other Prop
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12.4.2 if to the Property Partnersh
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IN WITNESS WHEREOF the parties have
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BROOKFIELD DEVELOPMENTS EUROPELTD.B
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BROOKFIELD BPY PROPERTY HOLDINGS II
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6. Governing Law. This Joinder will
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Exhibit 4.4BROOKFIELD ASSET MANAGEM
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BETWEEN:RECITALS:RELATIONSHIP AGREE
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over a majority of the voting inter
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1.3.4 except as otherwise provided
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partners or financial sponsors and
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2.7 ReportingSubject to confidentia
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3.3.4 the execution and delivery of
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ARTICLE 6GENERAL PROVISIONS6.1 Limi
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6.7 Other Holding EntitiesThe parti
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Schedule AIN WITNESS WHEREOF the Ma
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Schedule BIN WITNESS WHEREOF the Ho
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Exhibit 4.5BROOKFIELD ASSET MANAGEM
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THIS AGREEMENT made as of the day
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1.1.17 “FINRA” means Financial
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1.1.39 “U.S. Exchange Act” mean
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Agreement will not operate as a wai
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2.1.5 Priority on Demand Registrati
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(b)follows: (i) first, the securiti
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2.5 Registration ProceduresWhenever
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(g)(h)(i)(j)(k)as practicable there
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(o)(p)(q)(r)(s)(t)(u)cause the Regi
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contained in any Registration State
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fault of the indemnifying party and
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have been delivered by BPY and subs
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TABLE OF CONTENTSARTICLE 1INTERPRET
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ARTICLE 1INTERPRETATION1.1 Definiti
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1.3.6 in the event that any day on
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2.1.3.3 any plan or proposal for a
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3.2.4 the execution and delivery of
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5.5 NoticesAny notice or other comm
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FORM 20-F/A Brookfield Property Partners L.P. - Brookfield Asset ...

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