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

No Limited Partner ApprovalSubject to applicable law, the Property GP LP may generally make amendments to the PropertyPartnership’s limited partnership agreement without the approval of any limited partner to reflect:1. a change in the name of the partnership, the location of the partnership’s registered office or thepartnership’s registered agent;2. the admission, substitution, withdrawal or removal of partners in accordance with the limitedpartnership agreement;3. a change that the Property GP LP determines is reasonable and necessary or appropriate for thepartnership to qualify or to continue its qualification as an exempted limited partnership under thelaws of Bermuda or a partnership in which the limited partners have limited liability under thelaws of any jurisdiction or is necessary or advisable in the opinion of the Property GP LP toensure that the Property Partnership will not be treated as an association taxable as a corporationor otherwise taxed as an entity for tax purposes;4. an amendment that the Property GP LP determines to be necessary or appropriate to addresscertain changes in tax regulations, legislation or interpretation;5. an amendment that is necessary, in the opinion of counsel, to prevent the Property Partnership orthe Property GP LP or its directors or officers, from in any manner being subjected to theprovisions of the U.S. Investment Company Act of 1940 or similar legislation in otherjurisdictions;6. an amendment that the Property GP LP determines in its sole discretion to be necessary orappropriate for the creation, authorization or issuance of any class or series of partnership interestsor options, rights, warrants or appreciation rights relating to partnership interests;7. any amendment expressly permitted in the Property Partnership’s limited partnership agreement tobe made by the Property GP LP acting alone;8. any amendment that the Property GP determines in its sole discretion to be necessary orappropriate to reflect and account for the formation by the partnership of, or its investment in, anycorporation, partnership, joint venture, limited liability company or other entity, as otherwisepermitted by the Property Partnership’s limited partnership agreement;9. a change in the Property Partnership’s fiscal year and related changes;10. any amendment concerning the computation or allocation of specific items of income, gain,expense or loss among the partners that, in the sole discretion of the Property GP LP, is necessaryor appropriate to: (i) comply with the requirements of applicable law; (ii) reflect the partners’interests in the Property Partnership; or (iii) consistently reflect the distributions made by theProperty Partnership to the partners pursuant to the terms of the limited partnership agreement ofthe Property Partnership;11. any amendment that the Property GP LP determines in its sole discretion to be necessary orappropriate to address any statute, rule, regulation, notice, or announcement that affects or couldaffect the U.S. federal income tax treatment of any allocation or distribution related to any interestof the Property GP LP in the profits of the Property Partnership; or12. any other amendments substantially similar to any of the matters described in (1) through(11) above.154