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

Election to be Treated as a CorporationIf the Property GP LP determines that it is no longer in the Property Partnership’s best interests tocontinue as a partnership for U.S. federal income tax purposes, the Property GP LP may elect to treat theProperty Partnership as an association or as a publicly-traded partnership taxable as a corporation for U.S. federal(and applicable state) income tax purposes.DissolutionThe Property Partnership will dissolve and its affairs will be wound up upon the earlier to occur of: (i) theservice of notice by the Property GP LP, with the approval of a majority of the members of the independentdirectors of the Property General Partner, that in the opinion of the Property GP LP the coming into force of anylaw, regulation or binding authority renders illegal or impracticable the continuation of the Property Partnership;(ii) the election of the Property GP LP if the Property Partnership, as determined by the Property GP LP, isrequired to register as an “investment company” under the U.S. Investment Company Act of 1940 or similarlegislation in other jurisdictions; (iii) the date that the Property GP LP withdraws from the Property Partnership(unless a successor entity becomes the general partner of the Property Partnership as described below under“— Withdrawal of the General Partner”); (iv) the date on which any court of competent jurisdiction enters adecree of judicial dissolution of the Property Partnership or an order to wind-up or liquidate the Property GP LPwithout the appointment of a successor in compliance with the provisions of the Property Partnership’s limitedpartnership agreement that are described below under “— Withdrawal of the General Partner”; and (v) the dateon which the Property GP LP decides to dispose of, or otherwise realize proceeds in respect of, all orsubstantially all of the Property Partnership’s assets in a single transaction or series of transactions.The Property Partnership will be reconstituted and continue without dissolution if within 30 days of thedate of dissolution (and provided that a notice of dissolution with respect to the Property Partnership has not beenfiled with the Bermuda Monetary Authority), a successor general partner executes a transfer deed pursuant towhich the new general partner assumes the rights and undertakes the obligations of the original general partner,but only if the Property Partnership receives an opinion of counsel that the admission of the new general partnerwill not result in the loss of limited liability of any limited partner of the Property Partnership.Withdrawal of the General PartnerThe Property GP LP may withdraw as general partner without first obtaining approval of unitholders bygiving written notice, and that withdrawal will not constitute a violation of the limited partnership agreement.Upon the withdrawal of the Property GP LP, the holders of at least a majority of outstanding units mayselect a successor to that withdrawing general partner. If a successor is not selected, or is selected but an opinionof counsel regarding limited liability, tax matters and the U.S. Investment Company Act of 1940 (and similarlegislation in other jurisdictions) cannot be obtained, the Property Partnership will be dissolved, wound up andliquidated. See “— Dissolution” above.The Property GP LP may not be removed unless that removal is approved by the vote of the holders of atleast 66 2 ⁄3% of the outstanding class of units that are not Redemption-Exchange Units and it receives awithdrawal opinion of counsel regarding limited liability tax matters and the U.S. Investment Company Act of1940 (and similar legislation in other jurisdictions). Any removal of the Property GP LP is also subject to theapproval of a successor general partner by the vote of the holders of a majority of its outstanding units that arenot Redemption-Exchange Units.In the event of (i) the removal of a general partner under circumstances where cause exists, or (ii) thewithdrawal of a general partner as a result of certain events relating to the bankruptcy, insolvency or dissolutionof that general partner, which withdrawal will violate the Property Partnership’s limited partnership agreement, a156