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

DESCRIPTION OF THE PROPERTY PARTNERSHIP LIMITED PARTNERSHIP AGREEMENTThe following is a description of the material terms of the Property Partnership’s limited partnershipagreement, which will be entered into in connection with the consummation of the spin-off, and is qualified in itsentirety by reference to all of the provisions of such agreement. You will not be a limited partner of the PropertyPartnership and will not have any rights under its limited partnership agreement. However, pursuant to theVoting Agreement, our company, through the BPY General Partner, will have a number of voting rights ,including the right to direct all eligible votes in the election of the directors of the Property General Partner.We have included a summary of what we believe are the most important provisions of the PropertyPartnership’s limited partnership agreement because we intend to conduct our operations through the PropertyPartnership and the Holding Entities and our rights with respect to our equity holding in the Property Partnershipwill be governed by the terms of the Property Partnership’s limited partnership agreement. Because thisdescription is only a summary of the terms of the agreement, it does not contain all of the information that youmay find useful. For more complete information, you should read the Property Partnership’s limited partnershipagreement, the form of which will be filed as an exhibit to this Form 20-F. The agreement will be availableelectronically on the website of the SEC at www.sec.gov and on our SEDAR profile at www.sedar.com and willbe made available to our unitholders as described under Item 10.C. “Additional Information — MaterialContracts” and Item 10.H. “Documents on Display”.Formation and DurationThe Property Partnership is a Bermuda exempted limited partnership registered under the BermudaLimited Partnership Act 1883 and the Bermuda Exempted Partnerships Act 1992. The Property Partnership has aperpetual existence and will continue as a limited liability partnership unless the partnership is terminated ordissolved in accordance with its limited partnership agreement.ManagementAs required by law, the Property Partnership’s limited partnership agreement provides for themanagement and control of the Property Partnership by a general partner, the Property GP LP.Nature and PurposeUnder its limited partnership agreement, the purpose of the Property Partnership is to: acquire and holdinterests in the Holding Entities and, subject to the approval of the Property GP LP, any other entity; engage inany activity related to the capitalization and financing of the Property Partnership’s interests in such entities; andengage in any other activity that is incidental to or in furtherance of the foregoing and that is approved by theProperty GP LP and that lawfully may be conducted by a limited partnership organized under the BermudaLimited Partnership Act 1883, the Bermuda Exempted Partnerships Act 1992 and our limited partnershipagreement.UnitsThe Property Partnership has two classes of units: class A non-voting limited partnership interests in theProperty Partnership, or the Class A Units, and the Redemption-Exchange Units. Holders of either class of PropertyPartnership units are not entitled to the withdrawal or return of capital contributions in respect of their units, exceptto the extent, if any, that distributions are made to such holders pursuant to the Property Partnership’s limitedpartnership agreement or upon the dissolution of the Property Partnership as described below under“— Dissolution” or as otherwise required by applicable law. Holders of the Property Partnership’s units are notentitled to vote on matters relating to the Property Partnership except as described below under “— No Managementor Control; No Voting”. Except to the extent expressly provided in the Property Partnership’s limited partnership148