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

Holders of Brookfield Asset Management’s Class A limited voting shares or Class B limited votingshares will not be required to pay for the units to be received upon consummation of the spin-off or tender orsurrender Class A limited voting shares or Class B limited voting shares of Brookfield Asset Management or takeany other action in connection with the spin-off. No vote of Brookfield Asset Management’s shareholders will berequired for the spin-off. If a holder owns Brookfield Asset Management Class A limited voting shares orClass B limited voting shares as of the close of business on the record date of the special dividend, a certificatereflecting the holder’s ownership of our units will be mailed the holder, or the holder’s brokerage account will becredited for our units, on or about , 2012. The number of Class A limited voting shares and Class Blimited voting shares of Brookfield Asset Management that a holder owns will not change as a result of the spinoff.Brookfield Asset Management’s Class A limited voting shares and Class B limited voting shares willcontinue to be traded on the NYSE under the symbol “BAM”, on the TSX under the symbol “BAM.A” and onthe NYSE Euronext under the symbol “BAMA”.No holder will be entitled to receive any fractional interests in our units. Holders who would otherwise beentitled to a fractional unit will receive a cash payment. It is currently anticipated that, immediately following thespin-off, holders of Class A limited voting shares and Class B limited voting shares of Brookfield AssetManagement will hold units of our company representing in the aggregate an effective economic interest in ourbusiness of approximately 10% and Brookfield Asset Management will hold a combination of units of ourcompany and Redemption-Exchange Units of the Property Partnership representing an effective economicinterest in our business of approximately 90%. Brookfield Asset Management expects its interest to be reducedfrom this level over time through mergers, treasury issuances or secondary sales.Limited partners who acquire our units pursuant to the spin-off will be considered to have received ataxable dividend for Canadian federal income tax purposes equal to the fair market value of our units so received(as determined by reference to the five day volume-weighted average of the trading price of our units followingclosing of the spin-off) plus the amount of any cash received in lieu of fractional units. Non-Canadian residentlimited partners will be subject to Canadian federal withholding tax at the rate of 25% on the amount of thespecial dividend, subject to reduction under terms of an applicable income tax treaty or convention. Limitedpartners who are taxable in the United States and who acquire our units pursuant to the spin-off generally will beconsidered to have received a taxable distribution for U.S. federal income tax purposes equal to the fair marketvalue of our units so received plus the amount of any cash received in lieu of fractional units, without reductionfor the amount of any Canadian tax withheld. A limited partner who is taxable in the United States may besubject to U.S. “backup” withholding tax if such limited partner fails to timely provide Brookfield AssetManagement (or the relevant intermediary) with a properly completed IRS Form W-9. U.S. backup withholdingtax is not an additional tax, and any amounts withheld under the backup withholding rules will be allowed as acredit against a limited partner’s U.S. federal income tax liability (or as a refund if in excess of such liability)provided the required information is timely furnished to the IRS. To satisfy the withholding tax liabilities ofnon-Canadian registered shareholders of Brookfield Asset Management, Brookfield Asset Management willwithhold a nominal amount of our units otherwise distributable and a portion of any cash distribution in lieu offractional units otherwise distributable. Brookfield Asset Management will purchase these withheld units at aprice equal to the fair market value of our units determined by reference to the five day volume-weighted averageof the trading price of our units following closing of the spin-off. The proceeds of this sale of the withheld unitstogether with the amount of any cash withheld from any cash distribution in lieu of fractional units will beremitted to the Canadian federal government or the U.S. federal government (as applicable) in satisfaction of thewithholding tax liabilities described above. We estimate that the satisfaction of the Canadian federal and U.S.“backup” withholding tax obligations will result in Brookfield Asset Management withholding less than 1% ofour outstanding units. For non-Canadian beneficial shareholders, these withholding tax obligations will besatisfied in the ordinary course through arrangements with their broker or other intermediary. See Item 10.E“Additional Information — Taxation” which qualifies in its entirety the foregoing discussion.38