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

In addition, pursuant to the Voting Agreement, our company, through the BPY General Partner, has anumber of voting rights, including the right to direct all eligible votes in the election of the directors of theProperty General Partner. See Item 7.B. “Major Shareholders and Related Party Transactions — Related PartyTransactions — Voting Agreements”.MeetingsThe Property GP LP may call special meetings of the limited partners at a time and place outside ofCanada determined by it on a date not less than 10 days nor more than 60 days after the mailing of notice of themeeting. Special meetings of the limited partners may also be called by limited partners owning 50% or more ofthe outstanding partnership interests of the class or classes for which a meeting is proposed. For this purpose, thepartnership interests outstanding do not include partnership interests owned by the Property GP LP or Brookfield.Only holders of record on the date set by the Property GP LP (which may not be less than 10 days nor more than60 days, before the meeting) are entitled to notice of any meeting.Amendment of the Property Partnership Limited Partnership AgreementAmendments to the Property Partnership’s limited partnership agreement may be proposed only by orwith the consent of the Property GP LP. To adopt a proposed amendment, other than the amendments that do notrequire limited partner approval discussed below, the Property GP LP must seek approval of a majority of theProperty Partnership’s outstanding units required to approve the amendment, either by way of a meeting of thelimited partners to consider and vote upon the proposed amendment or by written approval. For this purpose, theRedemption-Exchange Units will not constitute a separate class and will vote together with the other outstandinglimited partnership units of the Property Partnership.For purposes of any approval required from holders of the Property Partnership’s units, if Brookfield andits subsidiaries are entitled to vote, they will be entitled to one vote per unit held subject to a maximum numberof votes equal to 49% of the total voting power of all units of the Property Partnership then issued andoutstanding.Prohibited AmendmentsNo amendment may be made that would:1. enlarge the obligations of any limited partner without its consent, except that any amendment thatwould have a material adverse effect on the rights or preferences of any class of partnershipinterests in relation to other classes of partnership interests may be approved by at least a majorityof the type or class of partnership interests so affected; or2. enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way theamounts distributable, reimbursable or otherwise payable by the Property Partnership to theProperty GP LP or any of its affiliates without the consent of the Property GP LP which may begiven or withheld in its sole discretion.The provision of the Property Partnership’s limited partnership agreement preventing the amendmentshaving the effects described in clauses (1) or (2) above can be amended upon the approval of the holders of atleast 90% of the outstanding units.153