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

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Governing Law; Submission to JurisdictionOur limited partnership agreement is governed by and will be construed in accordance with the laws ofBermuda. Under our limited partnership agreement, each of our company’s partners (other than governmentalentities prohibited from submitting to the jurisdiction of a particular jurisdiction) will submit to the non-exclusivejurisdiction of any court in Bermuda in any dispute, suit, action or proceeding arising out of or relating to ourlimited partnership agreement. Each partner waives, to the fullest extent permitted by law, any immunity fromjurisdiction of any such court or from any legal process therein and further waives, to the fullest extent permittedby law, any claim of inconvenient forum, improper venue or that any such court does not have jurisdiction overthe partner. Any final judgment against a partner in any proceedings brought in a court in Bermuda will beconclusive and binding upon the partner and may be enforced in the courts of any other jurisdiction of which thepartner is or may be subject, by suit upon such judgment. The foregoing submission to jurisdiction and waiverswill survive the dissolution, liquidation, winding up and termination of our company.Transfers of UnitsWe are not required to recognize any transfer of our units until certificates, if any, evidencing such unitsare surrendered for registration of transfer. Each person to whom a unit is transferred (including any nomineeholder or an agent or representative acquiring such unit for the account of another person) will be admitted to ourpartnership as a partner with respect to the unit so transferred subject to and in accordance with the terms of ourlimited partnership agreement. Any transfer of a unit will not entitle the transferee to share in the profits andlosses of our company, to receive distributions, to receive allocations of income, gain, loss, deduction or credit orany similar item or to any other rights to which the transferor was entitled until the transferee becomes a partnerand a party to our limited partnership agreement.By accepting a unit for transfer in accordance with our limited partnership agreement, each transferee willbe deemed to have:• executed our limited partnership agreement and become bound by the terms thereof;• granted an irrevocable power of attorney to the BPY General Partner or the liquidator of ourcompany and any officer thereof to act as such partner’s agent and attorney-in-fact to execute,swear to, acknowledge, deliver, file and record in the appropriate public offices: (i) all certificates,documents and other instruments relating to the existence or qualification of our company as anexempted limited partnership (or a partnership in which the limited partners have limited liability)in Bermuda and in all jurisdictions in which our company may conduct activities and affairs or ownproperty; any amendment, change, modification or restatement of our limited partnershipagreement, subject to the requirements of our limited partnership agreement; the dissolution andliquidation of our company; the admission or withdrawal of any partner of our partnership or anycapital contribution of any partner of our partnership; the determination of the rights, preferencesand privileges of any class or series of units or other partnership interests of our company, and anytax election with any limited partner or general partner on behalf of our partnership or the partners;and (ii) subject to the requirements of our limited partnership agreement, all ballots, consents,approvals, waivers, certificates, documents and other instruments necessary or appropriate, in thesole discretion of the BPY General Partner or the liquidator of our company, to make, evidence,give, confirm or ratify any voting consent, approval, agreement or other action that is made orgiven by our company’s partners or is consistent with the terms of our limited partnershipagreement or to effectuate the terms or intent of our limited partnership agreement;• made the consents and waivers contained in our limited partnership agreement, including withrespect to the approval of the transactions and agreements entered into in connection with ourformation and the spin-off; and146
• ratified and confirmed all contracts, agreements, assignments and instruments entered into onbehalf of our company in accordance with our limited partnership agreement, including thegranting of any charge or security interest over the assets of our company and the assumption ofany indebtedness in connection with the affairs of our company.The transfer of any unit and the admission of any new partner to our partnership will not constitute anyamendment to our limited partnership agreement.Book-Based SystemOur units may be represented in the form of one or more fully registered unit certificates held by, or onbehalf of, the Canadian Depository for Securities, or CDS, or the Depository Trust Company, or DTC, asapplicable, as custodian of such certificates for the participants of CDS or DTC, registered in the name of CDS orDTC or their respective nominee, and registration of ownership and transfers of our units may be effectedthrough the book-based system administered by CDS or DTC as applicable.147
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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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Financial Highlights and Performanc
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Equity accounted investments as at
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Operating results - OfficeThe follo
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The results of operations are prima
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etter than expected leasing market
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interests, of $681 million. Discoun
Page 99 and 100: NOI increased over the periods due
Page 101 and 102: The key valuation metrics of these
Page 103 and 104: increase in interest rates on inter
Page 105 and 106: more stringent environmental laws a
Page 107 and 108: Other DerivativesThe following othe
Page 109 and 110: TRZ Holdings; in the event the JV P
Page 111 and 112: available- for-sale. Estimation of
Page 113 and 114: The components of NOI for the three
Page 115 and 116: The following table presents a reco
Page 117 and 118: • fund those capital expenditures
Page 119 and 120: Given the small amount of new offic
Page 121 and 122: The following table presents certai
Page 123 and 124: nominating and governance committee
Page 125 and 126: investments and activities or in re
Page 127 and 128: 7.B. RELATED PARTY TRANSACTIONSRELA
Page 129 and 130: Other ServicesBrookfield may provid
Page 131 and 132: Partnership. See Item 10.B. “Addi
Page 133 and 134: connection with a particular transa
Page 135 and 136: • recommending to the Holding Ent
Page 137 and 138: • any of the Managers is grossly
Page 139 and 140: 2002 to directors, executives or se
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: entity or any other holding entity
Page 153 and 154: agreement, a holder of Property Par
Page 155 and 156: (including, generally, debt owed to
Page 157 and 158: In addition, pursuant to the Voting
Page 159 and 160: In addition, the Property GP LP may
Page 161 and 162: successor general partner will have
Page 163 and 164: Indemnification; Limitations on Lia
Page 165 and 166: subject to U.S. federal income taxa
Page 167 and 168: the Obama administration proposes t
Page 169 and 170: asis of units owned by you prior to
Page 171 and 172: consent of the IRS. The Section 754
Page 173 and 174: Income Exception, we may determine
Page 175 and 176: generally would constitute debt-fin
Page 177 and 178: expected income and assets, the BPY
Page 179 and 180: any particular time (in light of po
Page 181 and 182: (c)(d)the amount and description of
Page 183 and 184: Taxation of Canadian Resident Limit
Page 185 and 186: Canadian Limited Partner and will b
Page 187 and 188: CFA in respect of which the FAPI wa
Page 189 and 190: (under Tax Proposals released on Au
Page 191 and 192: our actual results of operations an
Page 193 and 194: 10.G. STATEMENT BY EXPERTSThe follo
Page 195 and 196: PART IIITEM 13.DEFAULTS, DIVIDEND A
Page 197 and 198: SIGNATURESThe registrant hereby cer
Page 199 and 200: 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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