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

Where a Canadian Limited Partner disposes of units to a tax-exempt person, more than one-half of suchcapital gain may be treated as a taxable capital gain if any portion of the gain is attributable to an increase invalue of depreciable property held by the Property Partnership. Canadian Limited Partners contemplating suchdispositions should consult their own advisors. The Property General Partner does not expect that the PropertyPartnership will hold any depreciable property and therefore expects that only one-half of any capital gainsarising from a disposition of our units should be treated as taxable capital gains.A Canadian Limited Partner that is throughout the relevant taxation year a “Canadian-controlled privatecorporation” as defined in the Tax Act may be liable to pay an additional refundable tax of 6 2/3% on its“aggregate investment income”, as defined in the Tax Act, for the year, which is defined to include taxablecapital gains. Canadian Limited Partners that are individuals or trusts may be subject to the alternative minimumtax rules. Such Canadian Limited Partners should consult their own tax advisors.Eligibility for InvestmentProvided that our units are listed on a “designated stock exchange” (which currently includes the NYSEand the TSX), our units will be “qualified investments” under the Tax Act for a trust governed by a RRSP,deferred profit share plan, RRIF, registered education saving plan, registered disability saving plan, and a TFSA.Taxes may be imposed in respect of the acquisition or holding of non-qualified investments by such registeredplans and certain other taxpayers and with respect to the acquisition or holding of “prohibited investments” asdefined in the Tax Act by a RRSP, RRIF or TFSA.Our units will not be a “prohibited investment” for a trust governed by a RRSP, RRIF or TFSA, providedthat the holder of the TFSA or the annuitant of the RRSP or RRIF, as the case may be, deals at arm’s length withour company for purposes of the Tax Act and does not have a “significant interest”, as defined in the Tax Act forpurposes of the prohibited investment rules, in our company or in a corporation, partnership or trust with whichour company does not deal at arm’s length for purposes of the Tax Act. Canadian Limited Partners who holdtheir units in a RRSP, RRIF or TFSA should consult their own tax advisors to ensure that our units will not be“prohibited investments” in their particular circumstances.Taxation of Non-Canadian Limited PartnersThe following summary applies to a holder who, for purposes of the Tax Act, at all relevant times, is not,and is not deemed to be resident in Canada and who does not use or hold their investment in our company inconnection with a business carried on, or deemed to be carried on, in Canada, or a Non-Canadian Limited Partner.The following summary assumes that (i) our units are not and will not be “taxable Canadian property” ofany Non-Canadian Limited Partner at any relevant time, and (ii) our company and the Property Partnership willnot dispose of properties that are “taxable Canadian property”. “Taxable Canadian property” includes, but is notlimited to, property that is used or held in a business carried on in Canada and shares of corporations resident inCanada that are not listed on a “designated stock exchange” if more than 50% of the fair market value of theshares is derived from certain Canadian properties during the 60-month period immediately preceding thedisposition. In general, our units will not constitute “taxable Canadian property” of any Non-Canadian LimitedPartner at the time of disposition, unless (a) at any time during the 60-month period immediately preceding thedisposition, more than 50% of the fair market value of our units was derived, directly or indirectly (under TaxProposals released on August 27, 2010, excluding through a corporation, partnership or trust, the shares orinterest in which were not themselves “taxable Canadian property”), from one or any combination of: (i) real orimmovable property situated in Canada; (ii) “Canadian resource property”; (iii) “timber resource property”; and(iv) options in respect of, or interests in, or for civil law rights in, such property, whether or not such propertyexists, or (b) our units are otherwise deemed to be “taxable Canadian property”. Since our company’s assets willconsist principally of units of the Property Partnership, our units would generally be “taxable Canadian property”at a particular time if the units of the Property Partnership held by our company derived, directly or indirectly184