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

• fourth, 100% to the owners of the Property Partnership’s partnership interests, pro rata to theirpercentage interests, until an amount has been distributed in respect of each Property Partnershiplimited partnership unit equal to the excess of: (i) the First Distribution Threshold for each quarterduring the term of the Property Partnership (subject to adjustment upon the subsequent issuance ofadditional partnership interests in the Property Partnership); over (ii) the aggregate amount ofdistributions made in respect of a Property Partnership limited partnership unit pursuant to the thirdtier of the Regular Distribution Waterfall during the term of the Property Partnership (subject toadjustment upon the subsequent issuance of additional partnership interests in the PropertyPartnership);• fifth, 85% to the owners of the Property Partnership’s partnership interests, pro rata to theirpercentage interests, and 15% to the Property GP LP, until an amount has been distributed in respectof each Property Partnership limited partnership unit equal to the excess of: (i) the SecondDistribution Threshold less the First Distribution Threshold for each quarter during the term of theProperty Partnership (subject to adjustment upon the subsequent issuance of additional partnershipinterests in the Property Partnership); over (ii) the aggregate amount of distributions made in respectof an Property Partnership limited partnership unit pursuant to the fourth tier of the RegularDistribution Waterfall during the term of the Property Partnership (subject to adjustment upon thesubsequent issuance of additional partnership interests in the Property Partnership); and• thereafter, 75% to the owners of the Property Partnership’s partnership interests, pro rata to theirpercentage interests, and 25% to the Property GP LP.Each partner’s percentage interest is determined by the relative portion of all outstanding partnershipinterests held by that partner from time to time and is adjusted upon and reflects the issuance of additionalpartnership interests of the Property Partnership. In addition, the unreturned capital attributable to each of thepartnership interests, as well as certain of the distribution thresholds set forth above, may be adjusted pursuant tothe terms of the limited partnership agreement of the Property Partnership so as to ensure the uniformity of theeconomic rights and entitlements of: (i) the previously outstanding Property Partnership’s partnership interests;and (ii) the subsequently-issued Property Partnership’s partnership interests.The limited partnership agreement of the Property Partnership provides that, to the extent that anyHolding Entity or any operating entity pays to Brookfield any comparable performance or incentive distribution,the amount of any incentive distributions paid to the Property GP LP in accordance with the distributionentitlements described above will be reduced in an equitable manner to avoid duplication of distributions.The Property GP LP may elect, at its sole discretion, to reinvest equity enhancement distributions andincentive distributions in Redemption-Exchange Units.No Management or Control; No VotingThe Property Partnership’s limited partners, in their capacities as such, may not take part in themanagement or control of the activities and affairs of the Property Partnership and do not have any right orauthority to act for or to bind the Property Partnership or to take part or interfere in the conduct or managementof the Property Partnership. Limited partners are not entitled to vote on matters relating to the PropertyPartnership, although holders of units are entitled to consent to certain matters as described below under“— Amendment of the Property Partnership Limited Partnership Agreement”, “— Opinion of Counsel andLimited Partner Approval”, and “— Withdrawal of the General Partner” which may be effected only with theconsent of the holders of the percentages of outstanding units of the Property Partnership specified below. Forpurposes of any approval required from holders of the Property Partnership’s units, if Brookfield and itssubsidiaries are entitled to vote, they will be entitled to one vote per unit held subject to a maximum number ofvotes equal to 49% of the total number of units of the Property Partnership then issued and outstanding. Each unitentitles the holder thereof to one vote for the purposes of any approvals of holders of units.152