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

Nature and PurposeUnder our limited partnership agreement, the purpose of our company is to: acquire and hold interests in theProperty Partnership and, subject to the approval of the BPY General Partner, interests in any other entity; engagein any activity related to the capitalization and financing of our company’s interests in such entities; and engage inany other activity that is incidental to or in furtherance of the foregoing and that is approved by the BPY GeneralPartner and that lawfully may be conducted by a limited partnership organized under the Bermuda LimitedPartnership Act 1883, the Bermuda Exempted Partnerships Act 1992 and our limited partnership agreement.Our UnitsOur units are non-voting limited partnership interests in our company. Holders of our units are notentitled to the withdrawal or return of capital contributions in respect of our units, except to the extent, if any,that distributions are made to such holders pursuant to our limited partnership agreement or upon the liquidationof our company as described below under “— Liquidation and Distribution of Proceeds” or as otherwise requiredby applicable law. Holders of our units are not entitled to vote on matters relating to our company except asdescribed below under “— No Management or Control; No Voting”. Except to the extent expressly provided inour limited partnership agreement, a holder of our units will not have priority over any other holder of our units,either as to the return of capital contributions or as to profits, losses or distributions. Our limited partnershipagreement does not contain any restrictions on ownership of our units. Holders of our units will not be grantedany pre-emptive or other similar right to acquire additional interests in our company, unless otherwisedetermined by the BPY General Partner, in its sole discretion. In addition, holders of our units do not have anyright to have their units redeemed by our company. Our units have no par or other stated value.Issuance of Additional Partnership InterestsThe BPY General Partner has broad rights to cause our company to issue additional partnership interestsand may cause us to issue additional partnership interests (including new classes of partnership interests andoptions, rights, warrants and appreciation rights relating to such interests) for any partnership purpose, at anytime and on such terms and conditions as it may determine without the approval of any limited partners. Anyadditional partnership interests may be issued in one or more classes, or one or more series of classes, with suchdesignations, preferences, rights, powers and duties (which may be senior to existing classes and series ofpartnership interests) as may be determined by the BPY General Partner in its sole discretion, all without theapproval of our limited partners.Investments in Property PartnershipIf and to the extent that our company raises funds by way of the issuance of equity or debt securities, orotherwise, pursuant to a public offering, private placement or otherwise, an amount equal to the proceeds will beinvested in the Property Partnership, unless otherwise agreed by us and the Property Partnership.Capital ContributionsNo partner has the right to withdraw any or all of its capital contribution. The limited partners have noliability for further capital contributions to our company. Each limited partner’s liability will be limited to theamount of capital such partner is obligated to contribute to our company for its limited partner interest plus itsshare of any undistributed profits and assets, subject to certain exceptions. See “— Limited Liability” below.DistributionsDistributions to partners of our company will be made only as determined by the BPY General Partner inits sole discretion. However, the BPY General Partner will not be permitted to cause our company to make a137