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

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BETWEEN:RECITALS:VOTING AGREEMENTTHIS AGREEMENT made as of the day of , 2012.BROOKFIELD ASSET MANAGEMENT INC. (“Brookfield”)- and -BROOKFIELD PROPERTY GENERAL PARTNER LIMITED(the “Property General Partner”)- and -BROOKFIELD PROPERTY PARTNERS L.P. (“BPY”)WHEREAS Brookfield, a corporation existing under the laws of the Province of Ontario, owns 100% of the common shares(the “Common Shares”) of the Property General Partner, a corporation existing under the laws of Bermuda;AND WHEREAS the Property General Partner is the general partner of Brookfield Property GP L.P. (the “Property GP LP”);AND WHEREAS the Property GP LP is the general partner of Brookfield Property L.P. (the “Property Partnership”);AND WHEREAS Brookfield, the Property General Partner and BPY, a publicly-traded global real estate partnership, havedetermined that it is advisable for BPY to have control over the voting of the Common Shares and the general partner units in theProperty GP LP and the Property Partnership;AND WHEREAS Brookfield, the Property General Partner and BPY wish to enter into this Agreement to govern theirrelationship with respect to the voting of the Common Shares and general partner units in the Property GP LP and the PropertyPartnership;NOW THEREFORE in consideration of one dollar ($1.00) and other good and valuable consideration (the receipt andsufficiency of which is hereby acknowledged), the parties covenant and agree, each with the other, as follows:
ARTICLE 1INTERPRETATION1.1 DefinitionsIn this Agreement, except where the context otherwise requires, the following terms will have the following meanings:1.1.1 “Affiliate” means, with respect to a Person, any other Person that, directly or indirectly, through one or moreintermediaries, Controls or is Controlled by such Person, or is under common Control of a third Person;1.1.2 “Agreement” means this Voting Agreement;1.1.3 “Business Day” means every day except a Saturday or Sunday, or a day which is a statutory or civic holiday in Bermuda,the Province of Ontario, or the State of New York;1.1.4 “Control” means the control by one Person of another Person in accordance with the following: a Person (“A”) controlsanother Person (“B”) where A has the power to determine the management and policies of B by contract or status (for example,the status of A being the general partner of B) or by virtue of the beneficial ownership of or control over a majority of the votinginterests in B; and, for greater certainty and without limitation, if A owns or has control over shares or other securities to whichare attached more than 50% of the votes permitted to be cast in the election of directors to the Governing Body of B, or A is thegeneral partner of B, a limited partnership, then in each case A Controls B for this purpose; and the term “Controlled” has thecorresponding meaning;1.1.5 “Effective Date” means the date of this Agreement;1.1.6 “Governing Body” means (i) with respect to a corporation or limited company, the board of directors of such corporationor limited company, (ii) with respect to a limited liability company, the manager(s) or managing partner(s) of such limitedliability company, (iii) with respect to a partnership, the board, committee or other body of each general partner or managingpartner of such partnership, that serves a similar function (or if any such general partner or managing partner is itself apartnership, the board, committee or other body of such general or managing partner’s general or managing partner that serves asimilar function), and (iv) with respect to any other Person, the body of such Person that serves a similar function, and in thecase of each of (i) through (iv) includes any committee or other subdivision of such body and any Person to whom such bodyhas delegated any power or authority, including any officer or managing director;1.1.7 “Person” means any natural person, partnership, limited partnership, limited liability partnership, joint venture, syndicate,sole proprietorship, company or corporation (with or without share capital), limited liability corporation, unlimited liabilitycompany, joint stock company, unincorporated association, trust, trustee, executor, administrator or other legal personalrepresentative, regulatory body or agency, government or governmental agency, authority or entity however designated orconstituted and pronouns have a similarly extended meaning;-2 -
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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
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Report of Independent Registered Ch
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BROOKFIELD PROPERTY PARTNERS LIMITE
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TRZ HOLDINGS LLC AND SUBSIDIARIESCo
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Independent Auditor’s ReportTo th
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TRZ HOLDINGS LLC AND SUBSIDIARIESCO
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TRZ HOLDINGS LLC AND SUBSIDIARIESCO
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TRZ HOLDINGS LLC AND SUBSIDIARIESNO
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the associated lease and any contra
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Accounting for Uncertain Tax Positi
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3. REAL ESTATEThe Company’s inves
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Statement of Operations Information
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Future amortization of these intang
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Collateralized Property Loans — P
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Subsequent to April 9, 2009, in con
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INDEX TO UNAUDITED PRO FORMA FINANC
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BROOKFIELD PROPERTY PARTNERS L.P.Un
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BROOKFIELD PROPERTY PARTNERS L.P.Un
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The company and Brookfield intend f
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The unaudited pro forma balance she
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(g) Exclusion of Brookfield’s 2%
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REF58435NAME OF PARTNERSHIP:CERTIFI
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DECLARATIONMade pursuant to The Exe
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REF58435BERMUDALimited Partnership
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Registration No. 46137BERMUDACERTIF
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Dated the 8thday of March 2012.THE
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THIS LIMITED PARTNERSHIP AGREEMENT
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11. TERM: DISSOLUTION: CONTINUATION
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15.2 any certificates or other inst
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Exhibit 4.1MASTER PURCHASE AGREEMEN
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2. Covenants to Complete the Reorga
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4.5 Brookfield and BPY will also, d
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IN WITNESS WHEREOF the parties here
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The Australian Operations are compr
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TABLE OF CONTENTSARTICLE 1INTERPRET
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MASTER SERVICES AGREEMENTTHIS AGREE
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1.1.15 “Equity Enhancement Distri
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1.1.35 “Permit” means any conse
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1.3.5 any reference to this Agreeme
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2.3 Other ManagersThe Managers may,
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3.2.2 For greater certainty and not
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ARTICLE 6INFORMATION AND RECORDS6.1
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Recipients elect to pay all or a po
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ARTICLE 8BROOKFIELD’S OBLIGATIONB
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and against any claims, liabilities
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11.2.1.2 any of the Managers engage
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11.6 Release of Money or other Prop
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12.4.2 if to the Property Partnersh
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IN WITNESS WHEREOF the parties have
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BROOKFIELD DEVELOPMENTS EUROPELTD.B
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BROOKFIELD BPY PROPERTY HOLDINGS II
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6. Governing Law. This Joinder will
Page 365 and 366: Exhibit 4.4BROOKFIELD ASSET MANAGEM
Page 367 and 368: BETWEEN:RECITALS:RELATIONSHIP AGREE
Page 369 and 370: over a majority of the voting inter
Page 371 and 372: 1.3.4 except as otherwise provided
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Page 375 and 376: 2.7 ReportingSubject to confidentia
Page 377 and 378: 3.3.4 the execution and delivery of
Page 379 and 380: ARTICLE 6GENERAL PROVISIONS6.1 Limi
Page 381 and 382: 6.7 Other Holding EntitiesThe parti
Page 383 and 384: Schedule AIN WITNESS WHEREOF the Ma
Page 385 and 386: Schedule BIN WITNESS WHEREOF the Ho
Page 387 and 388: Exhibit 4.5BROOKFIELD ASSET MANAGEM
Page 389 and 390: THIS AGREEMENT made as of the day
Page 391 and 392: 1.1.17 “FINRA” means Financial
Page 393 and 394: 1.1.39 “U.S. Exchange Act” mean
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Page 397 and 398: 2.1.5 Priority on Demand Registrati
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Page 401 and 402: 2.5 Registration ProceduresWhenever
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Page 409 and 410: fault of the indemnifying party and
Page 411 and 412: have been delivered by BPY and subs
Page 413 and 414: IN WITNESS WHEREOF the parties have
Page 415: TABLE OF CONTENTSARTICLE 1INTERPRET
Page 419 and 420: 1.3.6 in the event that any day on
Page 421 and 422: 2.1.3.3 any plan or proposal for a
Page 423 and 424: 3.2.4 the execution and delivery of
Page 425 and 426: 5.5 NoticesAny notice or other comm
Page 427 and 428: IN WITNESS WHEREOF the parties have
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