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

9.F. EXPENSES OF THE ISSUENot applicable.ITEM 10. ADDITIONAL INFORMATION10.A. SHARE CAPITALSee Item 4.A. “History and Development of the Company — The Spin-Off — Mechanics of the Spin-Off” and Item 10.B. “Additional Information — Memorandum and Articles of Association — Description of OurUnits and Our Limited Partnership Agreement” for information regarding the spin-off, our units and our limitedpartnership agreement.Prior SalesOn January 3, 2012, our company issued 900 of our units to Brookfield Asset Management in connectionwith our formation. On January 5, 2012, the Property Partnership issued 1,000 limited partnership units to ourcompany in connection with its formation.Transfer Agent and RegistrarWe expect that CIBC Mellon Trust Company in Toronto, Ontario will be appointed to act as transferagent and registrar and American Stock Transfer & Trust Company, LLC in New York, New York will beappointed to act as co-transfer agent and co-registrar for the purpose of registering our limited partnershipinterests and transfers of our limited partnership interests as provided in our limited partnership agreement.10.B. MEMORANDUM AND ARTICLES OF ASSOCIATIONDESCRIPTION OF OUR UNITS AND OUR LIMITED PARTNERSHIP AGREEMENTThe following is a description of the material terms of our units and our amended and restated limitedpartnership agreement, which will be entered into in connection with the consummation of the spin-off, and isqualified in its entirety by reference to all of the provisions of our limited partnership agreement. Because thisdescription is only a summary of the terms of our units and our limited partnership agreement, it does not containall of the information that you may find useful. For more complete information, you should read our limitedpartnership agreement, the form of which will be filed as an exhibit to this Form 20-F. The limited partnershipagreement will be available electronically on the website of the SEC at www.sec.gov and on our SEDAR profileat www.sedar.com and made available to our holders as described under Item 10.C. “Additional Information —Material Contracts” and Item 10.H. “Documents on Display”.Formation and DurationOur company is a Bermuda exempted limited partnership registered under the Bermuda LimitedPartnership Act 1883 and the Bermuda Exempted Partnerships Act 1992. Our company has a perpetual existenceand will continue as a limited liability partnership unless terminated or dissolved in accordance with our limitedpartnership agreement. Our partnership interests consist of our units, which represent limited partnership interestsin our company, and any additional partnership interests representing limited partnership interests that we mayissue in the future as described below under “— Issuance of Additional Partnership Interests”.ManagementAs required by law, our limited partnership agreement provides for the management and control of ourcompany by a general partner, the BPY General Partner.136