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

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5. REGISTERED OFFICE.The registered office and principal place of business of the Partnership is 73 Front Street, Hamilton HM12, Bermuda, or at suchplace as may be designated by the General Partner.6. RESIDENT REPRESENTATIVE.The resident representative of the Partnership shall be Jane Sheere, 73 Front Street, Hamilton HM12, Bermuda, or such otherperson as may be appointed by the General Partner.7. CAPITAL.The General Partner shall contribute US$100.00 to the capital of the Partnership and shall be issued 100 general partner units inrespect thereof which units shall entitle the General Partner to all the rights of a general partner of an exempted limitedpartnership under Bermuda law and the Initial Limited Partner shall contribute US$900.00 to the capital of the Partnership andshall be issued 900 limited partner units in respect thereof which units shall entitle the Initial Limited Partner to all the rights of alimited partner of an exempted limited partnership under Bermuda law. No additional capital contributions by the Partners arerequired, or without the consent of the General Partner, permitted.8. WITHDRAWALS: RETURN OF CAPITAL.The Initial Limited Partner may withdraw from the Partnership upon the admission of the additional limited partners to thePartnership, and upon such withdrawal, its capital contribution shall be returned. The withdrawal of a Limited Partner hereundershall not cause the dissolution of the Partnership, and all Partners shall continue to be subject to the provisions of this Agreementin all respects. The General Partner shall have no right to withdraw from the Partnership.9. ADMISSION OF ADDITIONAL LIMITED PARTNERS.Additional limited partners (“Additional Limited Partners”) may be admitted to the Partnership by the General Partner, in itssole discretion. The prior consent of existing Limited Partners shall not be required to admit Additional Limited Partners and theadmission of Additional Limited Partners shall not dissolve the Partnership, and all Partners shall continue to be subject to theprovisions of this Agreement in all respects.10. NO ASSIGNMENT.No Partner may pledge, sell, assign or otherwise transfer its interest in the Partnership without the consent of the GeneralPartner. The assignment by any Limited Partner hereunder shall not cause the dissolution of the Partnership, and all Partnersshall continue to be subject to the provisions of this Agreement in all respects.2
11. TERM: DISSOLUTION: CONTINUATION OF PARTNERSHIP.The term of the Partnership shall commence on the date of registration of the Certificates, and shall continue until terminated bythe first to occur of:11.1 an election to terminate the Partnership by the General Partner;11.2 the mutual agreement of the Partners; or11.3 the bankruptcy, or dissolution of the General Partner.12. MANAGEMENT.12.1 The General Partner may act for the Partnership in all matters.12.2 The General Partner shall have full and complete charge of the management and control of the Partnership’s business andits assets, subject to the terms and conditions of this Agreement.13. INDEMNITY13.1 Subject to the proviso below, the General Partner and any Director, Officer, committee member, liquidator, manager ortrustee of the General Partner for the time being acting in relation to the affairs of the Partnership (each an “IndemnifiedPerson”), and his heirs, executors and administrators shall be indemnified and held harmless out of the assets of thePartnership against all liabilities, loss, damage or expense (including but not limited to liabilities under contract, tort andstatute or any applicable foreign law or regulation and all reasonable legal and other costs and expenses properly payable)incurred or suffered by him by or by reason of any act done, conceived in or omitted in the conduct of the Partnership’sbusiness or in the discharge of his duties and the indemnity contained in this clause shall extend to any Indemnified Personacting in any office or trust in the reasonable belief that he has been appointed or elected to such office or trustnotwithstanding any defect in such appointment or election PROVIDED ALWAYS that the indemnity contained in thisclause shall not extend to any matter which would render it void pursuant to the Partnership Acts.13.2 Every Indemnified Person shall be indemnified out of the assets of the Partnership against all liabilities incurred by him byor by reason of any act done, conceived in or omitted in the conduct of the Partnership’s business or in the discharge of hisduties in defending any proceedings, whether civil or criminal, in which judgement is given in his favour, or in which he isacquitted, or in connection with any application under the Partnership Acts in which relief from liability is granted to himby the court.13.3 To the extent that any Indemnified Person is entitled to claim an indemnity pursuant to this Agreement in respect ofamounts paid or discharged by him, the relevant indemnity shall take effect as an obligation of the Partnership to reimbursethe person making such payment or effecting such discharge.3
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UNITED STATESSECURITIES AND EXCHANG
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TABLE OF CONTENTSINTRODUCTION AND U
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INTRODUCTION AND USE OF CERTAIN TER
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Historical Performance and Market D
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• the departure of some or all of
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(US$ Millions) Mar. 31, 2012 Dec. 3
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Our company is not, and does not in
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Additionally, as part of our strate
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Our inability to enter into renewal
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The computation of cost reimburseme
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management agreement in limited cir
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• differences in cultures;• cha
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• the same professionals within B
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to the agreement. In addition, beca
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our company. In particular, our uni
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fractional units, without reduction
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federal income tax purposes, direct
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Under legislation recently enacted
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the Property Partnership, income fo
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“taxable Canadian property”. Un
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THE SPIN-OFFBackground to and Purpo
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Transaction AgreementsOur company a
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• recognize that superior returns
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• Trizec Western Canada - 3.5 mil
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As at the dates set out below, we h
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Office Property Portfolio (1) Asset
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Our strategy is to sign long-term l
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Our portfolio also includes, as at
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The following table presents the le
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properties that we believe have sig
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domestic economy and overall low un
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Environmental ProtectionWe are comm
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consideration for causing the Prope
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Operating EntitiesOur business is o
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Multi-Family and Industrial Platfor
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NOI is used as a key indicator of p
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Opportunistic Investmentsopportunit
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First Quarter Performance Highlight
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development sites, we will proceed
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The decrease in equity accounted in
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RetailIFRS Value - RetailThe follow
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The key valuation metrics of our re
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FFO for the three months ended Marc
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Financial Highlights and Performanc
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Equity accounted investments as at
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Operating results - OfficeThe follo
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The results of operations are prima
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etter than expected leasing market
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interests, of $681 million. Discoun
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NOI increased over the periods due
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The key valuation metrics of these
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increase in interest rates on inter
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more stringent environmental laws a
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Other DerivativesThe following othe
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TRZ Holdings; in the event the JV P
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available- for-sale. Estimation of
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The components of NOI for the three
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The following table presents a reco
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• fund those capital expenditures
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Given the small amount of new offic
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The following table presents certai
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nominating and governance committee
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investments and activities or in re
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7.B. RELATED PARTY TRANSACTIONSRELA
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Other ServicesBrookfield may provid
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Partnership. See Item 10.B. “Addi
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connection with a particular transa
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• recommending to the Holding Ent
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• any of the Managers is grossly
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2002 to directors, executives or se
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Nature and PurposeUnder our limited
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Bermuda Limited Partnership Act 188
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In addition, the BPY General Partne
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Withdrawal of the BPY General Partn
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entity or any other holding entity
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• ratified and confirmed all cont
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agreement, a holder of Property Par
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(including, generally, debt owed to
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In addition, pursuant to the Voting
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In addition, the Property GP LP may
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successor general partner will have
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Indemnification; Limitations on Lia
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subject to U.S. federal income taxa
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the Obama administration proposes t
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asis of units owned by you prior to
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consent of the IRS. The Section 754
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Income Exception, we may determine
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generally would constitute debt-fin
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expected income and assets, the BPY
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any particular time (in light of po
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(c)(d)the amount and description of
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Taxation of Canadian Resident Limit
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Canadian Limited Partner and will b
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CFA in respect of which the FAPI wa
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(under Tax Proposals released on Au
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our actual results of operations an
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10.G. STATEMENT BY EXPERTSThe follo
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PART IIITEM 13.DEFAULTS, DIVIDEND A
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SIGNATURESThe registrant hereby cer
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COMMERCIAL PROPERTY OPERATIONS OF B
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Commercial Property Operations of B
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The financial statements are prepar
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liabilities are provided for using
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In a net investment hedging relatio
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provided in connection with a lease
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over from IAS 39 the requirements f
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Values are most sensitive to change
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NOTE 7: EQUITY ACCOUNTED INVESTMENT
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Included in other non-current asset
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NOTE 13: CAPITAL SECURITIESCapital
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The major components of income tax
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(b) Property net operating incomeNe
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NOTE 22: CAPITAL MANAGEMENT AND LIQ
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Other derivativesThe following othe
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The following table outlines financ
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NOTE 24: RELATED PARTIESIn the norm
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(US$ Millions) Revenue Net operatin
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Schedule III -Supplemental Schedule
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(b) Adoption of Accounting Standard
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distributed by GGP. The Business su
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NOTE 10: OTHER NON-CURRENT LIABILIT
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(b) Property net operating incomePr
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NOTE 19: RELATED PARTIESIn the norm
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The following summary presents fina
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Report of Independent Registered Ch
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BROOKFIELD PROPERTY PARTNERS L.P.NO
Page 263 and 264: Report of Independent Registered Ch
Page 265 and 266: BROOKFIELD PROPERTY PARTNERS LIMITE
Page 267 and 268: TRZ HOLDINGS LLC AND SUBSIDIARIESCo
Page 269 and 270: Independent Auditor’s ReportTo th
Page 271 and 272: TRZ HOLDINGS LLC AND SUBSIDIARIESCO
Page 273 and 274: TRZ HOLDINGS LLC AND SUBSIDIARIESCO
Page 275 and 276: TRZ HOLDINGS LLC AND SUBSIDIARIESNO
Page 277 and 278: the associated lease and any contra
Page 279 and 280: Accounting for Uncertain Tax Positi
Page 281 and 282: 3. REAL ESTATEThe Company’s inves
Page 283 and 284: Statement of Operations Information
Page 285 and 286: Future amortization of these intang
Page 287 and 288: Collateralized Property Loans — P
Page 289 and 290: Subsequent to April 9, 2009, in con
Page 291 and 292: INDEX TO UNAUDITED PRO FORMA FINANC
Page 293 and 294: BROOKFIELD PROPERTY PARTNERS L.P.Un
Page 295 and 296: BROOKFIELD PROPERTY PARTNERS L.P.Un
Page 297 and 298: The company and Brookfield intend f
Page 299 and 300: The unaudited pro forma balance she
Page 301 and 302: (g) Exclusion of Brookfield’s 2%
Page 303 and 304: REF58435NAME OF PARTNERSHIP:CERTIFI
Page 305 and 306: DECLARATIONMade pursuant to The Exe
Page 307 and 308: REF58435BERMUDALimited Partnership
Page 309 and 310: Registration No. 46137BERMUDACERTIF
Page 311 and 312: Dated the 8thday of March 2012.THE
Page 313: THIS LIMITED PARTNERSHIP AGREEMENT
Page 317 and 318: 15.2 any certificates or other inst
Page 319 and 320: Exhibit 4.1MASTER PURCHASE AGREEMEN
Page 321 and 322: 2. Covenants to Complete the Reorga
Page 323 and 324: 4.5 Brookfield and BPY will also, d
Page 325 and 326: IN WITNESS WHEREOF the parties here
Page 327 and 328: The Australian Operations are compr
Page 329 and 330: TABLE OF CONTENTSARTICLE 1INTERPRET
Page 331 and 332: MASTER SERVICES AGREEMENTTHIS AGREE
Page 333 and 334: 1.1.15 “Equity Enhancement Distri
Page 335 and 336: 1.1.35 “Permit” means any conse
Page 337 and 338: 1.3.5 any reference to this Agreeme
Page 339 and 340: 2.3 Other ManagersThe Managers may,
Page 341 and 342: 3.2.2 For greater certainty and not
Page 343 and 344: ARTICLE 6INFORMATION AND RECORDS6.1
Page 345 and 346: Recipients elect to pay all or a po
Page 347 and 348: ARTICLE 8BROOKFIELD’S OBLIGATIONB
Page 349 and 350: and against any claims, liabilities
Page 351 and 352: 11.2.1.2 any of the Managers engage
Page 353 and 354: 11.6 Release of Money or other Prop
Page 355 and 356: 12.4.2 if to the Property Partnersh
Page 357 and 358: IN WITNESS WHEREOF the parties have
Page 359 and 360: BROOKFIELD DEVELOPMENTS EUROPELTD.B
Page 361 and 362: BROOKFIELD BPY PROPERTY HOLDINGS II
Page 363 and 364: 6. Governing Law. This Joinder will
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Exhibit 4.4BROOKFIELD ASSET MANAGEM
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BETWEEN:RECITALS:RELATIONSHIP AGREE
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over a majority of the voting inter
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1.3.4 except as otherwise provided
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partners or financial sponsors and
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2.7 ReportingSubject to confidentia
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3.3.4 the execution and delivery of
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ARTICLE 6GENERAL PROVISIONS6.1 Limi
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6.7 Other Holding EntitiesThe parti
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Schedule AIN WITNESS WHEREOF the Ma
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Schedule BIN WITNESS WHEREOF the Ho
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Exhibit 4.5BROOKFIELD ASSET MANAGEM
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THIS AGREEMENT made as of the day
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1.1.17 “FINRA” means Financial
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1.1.39 “U.S. Exchange Act” mean
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Agreement will not operate as a wai
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2.1.5 Priority on Demand Registrati
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(b)follows: (i) first, the securiti
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2.5 Registration ProceduresWhenever
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(g)(h)(i)(j)(k)as practicable there
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(o)(p)(q)(r)(s)(t)(u)cause the Regi
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contained in any Registration State
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fault of the indemnifying party and
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have been delivered by BPY and subs
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IN WITNESS WHEREOF the parties have
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TABLE OF CONTENTSARTICLE 1INTERPRET
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ARTICLE 1INTERPRETATION1.1 Definiti
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1.3.6 in the event that any day on
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2.1.3.3 any plan or proposal for a
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3.2.4 the execution and delivery of
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5.5 NoticesAny notice or other comm
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IN WITNESS WHEREOF the parties have
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FORM 20-F/A Brookfield Property Partners L.P. - Brookfield Asset ...

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