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

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

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

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or termination by a plan participant of his or her participation in the distribution reinvestment plan or upontermination of the distribution reinvestment plan at a price per unit based upon the closing price for our units on astock exchange on which our units are listed on the trading day immediately preceding such withdrawal ortermination. A registered holder may, at any time, obtain unit certificates for any number of whole units held forthe participant’s account under the plan by notifying the plan agent. Certificates for units acquired under the planwill not be issued to participants unless specifically requested. Prior to pledging, selling or otherwise transferringunits held for a participant’s account (except for sale of our units through the plan agent), a registered holdermust request that his or her units be electronically transferred to his or her brokerage account or a unit certificatebe issued. The automatic reinvestment of distributions under the plan will not relieve participants of any incometax obligations applicable to such distributions. No brokerage commissions will be payable in connection withthe purchase of our units under the distribution reinvestment plan and all administrative costs will be borne byour company.Unitholders will be able to terminate their participation in the distribution reinvestment plan by providing,or by causing to be provided, notice to the plan agent. Such notice, if actually received by the plan agent no laterthan five business days prior to a record date, will have effect in respect of the distribution to be made as of suchdate. Thereafter, distributions to such unitholders will be in cash. In addition, unitholders may request that all orpart of their units be sold. When our units are sold through the plan agent, a holder will receive the proceeds lessa handling charge and any brokerage trading fees. Our company will be able to terminate the distributionreinvestment plan, in its sole discretion, upon notice to the plan participants and the plan agent but, such actionwill have no retroactive effect that would prejudice a participant’s interest. Our company will also be able toamend, modify or suspend the distribution reinvestment plan at any time in its sole discretion, provided that theplan agent gives notice of that amendment, modification or suspension to our unitholders, for any amendment,modification or suspension to the distribution reinvestment plan that in our company’s opinion may materiallyprejudice participants.The <strong>Property</strong> <strong>Partners</strong>hip will have a corresponding distribution reinvestment plan in respect ofdistributions made to our company and to holders of the Redemption-Exchange Units. Our company does notintend to reinvest distributions it receives from the <strong>Property</strong> <strong>Partners</strong>hip in the <strong>Property</strong> <strong>Partners</strong>hip’s distributionreinvestment plan except to the extent that holders of our units elect to reinvest distributions pursuant to ourdistribution reinvestment plan. <strong>Brookfield</strong> has advised our company that it may from time to time reinvestdistributions it receives from us in respect of our units or from the <strong>Property</strong> <strong>Partners</strong>hip in respect of theRedemption-Exchange Units pursuant to the distribution reinvestment plans of our company or the <strong>Property</strong><strong>Partners</strong>hip, as applicable. To the extent <strong>Brookfield</strong> reinvests distributions it receives on our units, it will receiveadditional units of our company. To the extent <strong>Brookfield</strong> elects to reinvest distributions it receives from the<strong>Property</strong> <strong>Partners</strong>hip pursuant to the <strong>Property</strong> <strong>Partners</strong>hip’s dividend reinvestment plan, it will receiveRedemption-Exchange Units. Such Redemption-Exchange Units received by <strong>Brookfield</strong> also would becomesubject to the Redemption-Exchange Mechanism and may therefore result in <strong>Brookfield</strong> acquiring additionalunits of our company.PAYING AGENTWe expect that CIBC Mellon Trust Company in Toronto, Ontario will be appointed to act as paying agentfor distributions by our company.188

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