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

Outside Activities of the General PartnerUnder the Property Partnership’s limited partnership agreement, the general partner is required tomaintain as its sole activity the activity of acting as the general partner of the Property Partnership. The generalpartner is not permitted to engage in any business or activity or incur or guarantee any debts or liabilities exceptin connection with or incidental to its performance as general partner or incurring, guaranteeing, acquiring,owning or disposing of debt or equity securities of a subsidiary of an Holding Entity or any other holding entityestablished by the Property Partnership.The Property Partnership’s limited partnership agreement provides that each person who is entitled to beindemnified by the partnership (other than the general partner), as described below under “— Indemnification;Limitations on Liability” will have the right to engage in businesses of every type and description and otheractivities for profit, and to engage in and possess interests in business ventures of any and every type ordescription, irrespective of whether: (i) such businesses and activities are similar to our activities; or (ii) suchbusinesses and activities directly compete with, or disfavor or exclude, the Property General Partner, the PropertyGP LP, the Property Partnership, any Holding Entity, any operating entity, or any other holding entity establishedby the Property Partnership. Such business interests, activities and engagements will be deemed not to constitutea breach of the limited partnership agreement or any duties stated or implied by law or equity, including fiduciaryduties, owed to any of the Property General Partner, the Property GP LP, the Property Partnership, any HoldingEntity, any operating entity, and any other holding entity established by the Property Partnership (or any of theirrespective investors), and shall be deemed not to be a breach of the Property General Partner’s fiduciary duties orany other obligation of any type whatsoever of the general partner. None of the Property General Partner, theProperty GP LP, the Property Partnership, any Holding Entity, operating entity, any other holding entityestablished by the Property Partnership or any other person shall have any rights by virtue of the PropertyPartnership’s limited partnership agreement or the partnership relationship established thereby or otherwise inany business ventures of any person who is entitled to be indemnified by the Property Partnership as describedbelow under “— Indemnification; Limitations on Liability”.The Property GP LP and the other indemnified persons described in the preceding paragraph do not haveany obligation under the Property Partnership’s limited partnership agreement or as a result of any duties statedor implied by law or equity, including fiduciary duties, to present business or investment opportunities to theProperty Partnership, the limited partners of the Property Partnership, any Holding Entity, operating entity, orany other holding entity established by the Property Partnership. These provisions do not affect any obligation ofsuch indemnified person to present business or investment opportunities to our company, the PropertyPartnership, any Holding Entity, any operating entity or any other holding entity established by the PropertyPartnership pursuant to the Relationship Agreement or any separate written agreement between such persons.Accounts, Reports and Other InformationUnder the Property Partnership’s limited partnership agreement, the Property GP LP is required toprepare financial statements in accordance with IFRS or such other appropriate accounting principles asdetermined from time to time by the Property GP LP, in its sole discretion. The Property GP LP will deliver toour company: (i) the annual financial statements of the Property Partnership and (ii) the accounts and financialstatements of any Holding Entity or any other holding entity established by the Property Partnership.The Property GP LP is also required to use commercially reasonable efforts to prepare and send to thelimited partners of the Property Partnership on an annual basis a Schedule K-1 (or equivalent). The Property GPLP will also, where reasonably possible, prepare and send information required by the non-U.S. limited partnersof the Property Partnership for U.S. federal income tax reporting purposes.158