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

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1.7 Governing LawThis Agreement will be governed by and interpreted and enforced in accordance with the laws of the Province of Ontarioand the federal laws of Canada applicable therein. Each party irrevocably attorns and submits to the non-exclusive jurisdiction of theOntario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or any argument thatsuch court provides an inconvenient forum.ARTICLE 2VOTING2.1 Voting at the Direction of BPYEach of Brookfield and the Property General Partner agree that it will vote (and it will cause any other entity that itControls to vote) or otherwise exercise rights with respect to the Common Shares and the general partner units in the Property GP LPand the Property Partnership as follows:2.1.1 in favour of the election of directors approved by BPY provided such directors meet the requirements stipulated under thebye-laws of the Property General Partner and any other applicable laws to which the Property General Partner may be subjectfrom time to time; and2.1.2 in accordance with the direction of BPY with respect to the approval or rejection of the following matters relating to theProperty General Partner:2.1.2.1 any sale of all or substantially all of its assets;2.1.2.2 any merger, amalgamation, consolidation, business combination or other material corporate transaction, except inconnection with any internal reorganization that does not result in a change of control;2.1.2.3 any plan or proposal for a complete or partial liquidation or dissolution, or any reorganization or any case,proceeding or action seeking relief under any existing laws or future laws relating to bankruptcy or insolvency; or2.1.2.4 any commitment or agreement to do any of the foregoing;2.1.3 in accordance with the direction of BPY with respect to the approval or rejection of the following matters relating to theProperty GP LP:2.1.3.1 any sale of all or substantially all of its assets;2.1.3.2 any merger, amalgamation, consolidation, business combination or other material corporate transaction, except inconnection with any internal reorganization that does not result in a change of control;-5 -
2.1.3.3 any plan or proposal for a complete or partial liquidation or dissolution, or any reorganization or any case,proceeding or action seeking relief under any existing laws or future laws relating to bankruptcy or insolvency;2.1.3.4 any amendment to the limited partnership agreement of the Property GP LP; or2.1.3.5 any commitment or agreement to do any of the foregoing;2.1.4 in accordance with the direction of BPY with respect to the approval or rejection of the following matters relating to theProperty Partnership:2.1.4.1 any sale of all or substantially all of its assets;2.1.4.2 any merger, amalgamation, consolidation, business combination or other material corporate transaction, except inconnection with any internal reorganization that does not result in a change of control;2.1.4.3 any plan or proposal for a complete or partial liquidation or dissolution, or any reorganization or any case,proceeding or action seeking relief under any existing laws or future laws relating to bankruptcy or insolvency; or2.1.4.4 any amendment to the limited partnership agreement of the Property Partnership;2.1.4.5 any commitment or agreement to do any of the foregoing.2.2 Slate of Nominees and General GuidelinesFor purposes of Section 2.1, BPY may maintain, from time to time, an approved slate of nominees or provide writtendirection to Brookfield and/or the Property General Partner with respect to the approval or rejection of any matter in the form ofgeneral guidelines, policies or procedures in which case no further approval or direction will be required. Any such generalguidelines, policies or procedures may be modified by BPY in its discretion.2.3 Removal of General PartnerBrookfield agrees that it will not (and it will cause any other entity that it Controls not to) exercise its right under thelimited partnership agreement for the Property GP LP to remove the Property General Partner as general partner of the Property GPLP except with the prior written consent of BPY.-6 -
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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
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Exhibit 4.4BROOKFIELD ASSET MANAGEM
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BETWEEN:RECITALS:RELATIONSHIP AGREE
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Page 375 and 376: 2.7 ReportingSubject to confidentia
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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
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Page 411 and 412: have been delivered by BPY and subs
Page 413 and 414: IN WITNESS WHEREOF the parties have
Page 415 and 416: TABLE OF CONTENTSARTICLE 1INTERPRET
Page 417 and 418: ARTICLE 1INTERPRETATION1.1 Definiti
Page 419: 1.3.6 in the event that any day on
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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