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

agreement, a holder of Property Partnership units will not have priority over any other holder of PropertyPartnership units, either as to the return of capital contributions or as to profits, losses or distributions. The PropertyPartnership’s limited partnership agreement does not contain any restrictions on ownership of the PropertyPartnership units. The units of the Property Partnership have no par or other stated value.The Redemption-Exchange Units will be identical to the Class A Units, except as described below under“— Distributions” and “— No Management or Control; No Voting” and except that they will have the right ofredemption or exchange as described below under “— Redemption-Exchange Mechanism”.In connection with the spin-off, the Class A Units of the Property Partnership will be issued to ourcompany and the Redemption-Exchange Units will be issued to one or more wholly-owned subsidiaries ofBrookfield Asset Management.Issuance of Additional Partnership InterestsThe Property Partnership may issue additional partnership interests (including Class A Units andRedemption-Exchange Units as well as new classes of partnership interests and options, rights, warrants andappreciation rights relating to such interests) for any partnership purpose, at any time and on such terms andconditions as the Property GP LP may determine without the approval of any limited partners. Any additionalpartnership 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 Property GP LP in its sole discretion, all without the approval ofour limited partners.Redemption-Exchange MechanismAt any time after two years from the date of closing of the spin-off, the holders of the Redemption-Exchange Units will have the right to require the Property Partnership to redeem all or a portion of theRedemption-Exchange Units for cash, subject to our company’s right to acquire such interests for our units asdescribed below. Any such holder may exercise its right of redemption by delivering a notice of redemption tothe Property Partnership and our company.After presentation for redemption, it will receive, subject to our company’s right to acquire such interests(in lieu of redemption) in exchange for units of our company, for each unit that is presented, either (a) cash in anamount equal to the market value of one of our units multiplied by the number of units to be redeemed (asdetermined by reference to the five day volume weighted average of the trading price of our units on theprincipal stock exchange for our units based on trading volumes) or (b) such other amount of cash as may beagreed by such holder and the Property Partnership. Upon its receipt of the redemption notice, our company willhave a right to elect, at its sole discretion, to acquire all (but not less than all) Redemption-Exchange Unitspresented to the Property Partnership for redemption in exchange for units of our company on a one for onebasis. Upon a redemption, the holder’s right to receive distributions with respect to the Property PartnershipRedemption-Exchange Units so redeemed will cease.The date of exchange specified in any redemption notice may not be less than five business days nor morethan twenty business days after the date upon which the redemption notice is received by the PropertyPartnership and our company. At any time prior to the applicable redemption-exchange date, any holder ofRedemption-Exchange Units who delivers a redemption notice will be entitled to withdraw such redemptionnotice.Based on the number of our units to be distributed in the spin-off to holders of Brookfield AssetManagement’s Class A limited voting shares and Class B limited voting shares, the number of our units to beheld by Brookfield Asset Management after the spin-off and the number of Redemption-Exchange Units149