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

(under Tax Proposals released on August 27, 2010, excluding through a corporation, partnership or trust, theshares or interest in which were not themselves “taxable Canadian property”) more than 50% of their fair marketvalue from properties described in (i) to (iv) above, at any time in the 60-month period preceding the particulartime. The BPY General Partner and the Property General Partner do not expect our units to be “taxable Canadianproperty” at any relevant time and do not expect our company or the Property Partnership to dispose of “taxableCanadian property”. However, no assurance can be given in this regard.Special rules, which are not discussed in this summary, may apply to a Non-Canadian Limited Partnerthat is an insurer carrying on business in Canada and elsewhere.Spin-OffNon-Canadian Limited Partners who received our units under the spin-off will be considered to havereceived a taxable dividend equal to the fair market value of our units so received plus the amount of any cashreceived in lieu of fractional units. The dividend will be subject to Canadian federal withholding tax under PartXIII of the Tax Act at the rate of 25% of the amount of the dividend, subject to reduction under the terms of anapplicable income tax treaty or convention. To satisfy this withholding tax liability, Brookfield AssetManagement will withhold a portion of our units otherwise distributable and will withhold a portion of any cashdistribution in lieu of fractional units otherwise distributable the aggregate value of which will be equal to theCanadian federal withholding taxes applicable to the taxable dividend. Subject to receipt of any applicableregulatory approval, Brookfield Asset Management will purchase withheld units at a price equal to the fairmarket value of our units based on the five day volume- weighted average of the trading price of our unitsfollowing closing of the spin-off and will remit the proceeds of this sale together with the amount of any cashwithheld from any cash distribution in lieu of fractional units in satisfaction of the Canadian federal withholdingtax liability. Where the rate at which tax is withheld with respect to a Non-Canadian Limited Partner’s taxabledividend exceeds the rate that is applicable after giving effect to the terms of any relevant income tax treaty orconvention, a refund or credit may be claimed by the Non-Canadian Limited Partner. The adjusted cost base to aNon-Canadian Limited Partner of the units received upon the spin-off will be equal to the fair market value of theunits so received. In computing the adjusted cost base of our units at any time, the adjusted cost base of aNon-Canadian Limited Partner’s units will be averaged with the adjusted cost base of all of our other units, ifany, held by the Non-Canadian Limited Partner as capital property at the particular time.Taxation of Income or LossA Non-Canadian Limited Partner will not be subject to Canadian federal income tax under Part I of theTax Act on its share of income from a business carried on by our company (or the Property Partnership) outsideCanada or the non-business income earned by our company (or the Property Partnership) from sources inCanada. However, a Non-Canadian Limited Partner may be subject to Canadian federal withholding tax underPart XIII of the Tax Act, as described below. The BPY General Partner and the Property General Partner, as thecase may be, intend to organize and conduct the affairs of our company and the Property Partnership such thatNon-Canadian Limited Partners should not be considered to be carrying on business in Canada solely by virtue ofholding our units. However, no assurance can be given in this regard.Our company and the Property Partnership will be deemed to be a non-resident person in respect ofcertain amounts paid or credited to them by a person resident or deemed to be resident in Canada, includingdividends or interest. Dividends or interest (other than interest exempt from Canadian federal withholding tax)paid by a person resident or deemed to be resident in Canada to the Property Partnership will be subject towithholding tax under Part XIII of the Tax Act at the rate of 25%. However, CRA’s administrative practice insimilar circumstances is to permit the rate of Canadian federal withholding tax applicable to such payments to becomputed by looking through the partnership and taking into account the residency of the partners (includingpartners who are resident in Canada) and any reduced rates of Canadian federal withholding tax that anynon-resident partners may be entitled to under an applicable income tax treaty or convention, provided that the185