Brookfield Property Partners L.P. (Re), 2016 CanLII 48744

July 27, 2016

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (THE JURISDICTION)

‑ AND ‑

IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS

‑ AND ‑

IN THE MATTER OF BROOKFIELD PROPERTY PARTNERS L.P. (BROOKFIELD PROPERTY PARTNERS) AND BROOKFIELD OFFICE PROPERTIES INC. (BPO)

DECISION

Background

The principal regulator in the Jurisdiction has received an application (the Application) from Brookfield Property Partners and BPO (collectively, the Filers) for a decision under the securities legislation of the principal regulator (the Legislation) granting exemptive relief for BPO and, in respect of (c), the insiders of BPO, from certain requirements including:

(a) the continuous disclosure requirements contained in the Legislation, including requirements under National Instrument 51-102 — Continuous Disclosure Obligations (NI 51-102), as amended from time to time (the Continuous Disclosure Requirements);

(b) the certification requirements contained in National Instrument 52-109 — Certification of Disclosure in Issuers’ Annual and Interim Filings, as amended from time to time (the Certification Requirements);

(c) the insider reporting requirements contained in the Legislation under sections 107 and 109 of the Securities Act (Ontario) (the Act) as well as the requirement to file an insider profile and insider reports under National Instrument 55-102 — System for Electronic Disclosure by Insiders, as amended from time to time, in respect of insiders of BPO (the Insider Reporting Requirements);

(d) the requirements of the Legislation relating to audit committees, including, without limitation, National Instrument 52-110 — Audit Committees, as amended from time to time (the Audit Committee Requirements);

(e) the corporate governance disclosure requirements contained in National Instrument 58-101 — Disclosure of Corporate Governance Practices, as amended from time to time (the Corporate Governance Requirements and together with the Continuous Disclosure Requirements, Certification Requirements, Insider Reporting Requirements and Audit Committee Requirements, the Reporting Issuer Requirements);

(f) the qualification requirements (the Qualification Requirements) of Part 2 of National Instrument 44-101 — Short Form Prospectus Distributions (NI 44-101), such that BPO is qualified to file a prospectus in the form of a short form prospectus;

(g) the disclosure requirements contained in paragraphs 1 to 4 and 6 to 8 of item 11 of Form 44-101F1 — Short Form Prospectus (Form 44-101F1) (the Incorporation by Reference Requirements);

(h) the disclosure requirements contained in item 6 of Form 44-101F1 (the Earnings Coverage Requirements); and

(i) the disclosure requirements contained in item 12 of Form 44-101F1 (the Subsidiary Credit Supporter Requirements and together with the Incorporation by Reference Requirements and the Earnings Coverage Requirements, the Prospectus Disclosure Requirements),

in connection with an internal reorganization of BPO as more particularly described below (collectively, the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this Application; and

(b) the Filers have provided notice that section 4.7(1) of Multilateral Instrument 11-102 – Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, the Northwest Territories, Yukon and Nunavut (collectively with the Jurisdiction, the Reporting Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 — Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined. In this decision, Brookfield Property Partners Related Entities means, collectively, the Holding LP and subsidiary entities (as this term is defined in Multilateral Instrument 61-101 – Take-Over Bids and Special Transactions) of the Holding LP.

Representations

This decision is based on the following facts represented by the Filers:

Brookfield Property Partners

1. Brookfield Property Partners is a Bermuda exempted limited partnership that was established on January 3, 2013.

2. The limited partnership units of Brookfield Property Partners (the Units) are listed on the New York Stock Exchange (NYSE) and the Toronto Stock Exchange (TSX) under the symbols “BPY” and “BPY.UN”, respectively. As of June 30, 2016, there were 261,770,031 Units issued and outstanding and, as of June 30, 2016, approximately 182,604,312 Units, representing approximately 69% of the total issued and outstanding Units, were beneficially and directly held by Canadian residents.

3. Brookfield Property Partners is a reporting issuer in the Reporting Jurisdictions and is not in default of any requirements under applicable securities legislation or the rules and regulations made pursuant thereto in the Reporting Jurisdictions.

4. Brookfield Property Partners is a SEC foreign issuer within the meaning of section 1.1 of National Instrument 71-102 – Continuous Disclosure and Other Exemptions Relating to Foreign Issuers (NI 71-102) and satisfies its continuous disclosure obligations by complying with U.S. federal securities laws as is permitted under NI 71-102.

5. The general partner of Brookfield Property Partners is Brookfield Property Partners Limited (BPY General Partner), a Bermuda company and also a wholly-owned subsidiary of Brookfield Asset Management Inc. (BAM). BPY General Partner holds a 0.1% general partnership interest in Brookfield Property Partners. The mind and management of BPY General Partner is located in Bermuda.

6. BAM, a Canadian company, is Brookfield Property Partners’ largest holder of Units. As of June 30, 2016, BAM owned, directly or indirectly, 47,322,899 Units, 138,875 general partner units of Brookfield Property Partners, 432,649,105 Redemption Exchange Units (defined below) and 4,759,997 special limited partnership interests in Brookfield Property L.P. (the Holding LP), collectively representing an approximate 69% interest in Brookfield Property Partners (on a fully-exchanged basis) including the indirect general partnership interest held in Brookfield Property Partners held by BPY General Partner.

7. Brookfield Property Partners’ sole asset is a 100% managing general partnership interest in the Holding LP.

8. Brookfield Property Partners is the managing general partner of the Holding LP, a Bermuda exempted limited partnership that was established on January 4, 2013. The Holding LP owns, directly or indirectly, all of the common shares of Brookfield BPY Holdings Inc., an Ontario corporation (CanHoldco), Brookfield BPY Retail Holdings II Inc., an Ontario corporation (CanHoldco 2), BPY Bermuda Holdings Limited, a Bermuda company (Bermuda Holdco), and BPY Bermuda Holdings II Limited, a Bermuda company (Bermuda Holdco 2), BPY Bermuda Holdings IV Limited, a Bermuda company (Bermuda Holdco 4) and BPY Bermuda Holdings V Limited, a Bermuda company (Bermuda Holdco 5 and, collectively with CanHoldco, CanHoldco 2, Bermuda Holdco, Bermuda Holdco 2 and Bermuda Holdco 4, the Holding Entities).

9. Brookfield Property Partners, the Holding LP and related entities have retained BAM (together with its subsidiaries other than Brookfield Property Partners and its subsidiaries, Brookfield) and its related entities to provide management, administrative and advisory services under an amended and restated master services agreement dated March 3, 2015.

BPO

10. BPO is a corporation formed under the Canada Business Corporations Act. BPO is an indirect subsidiary of Brookfield Property Partners.

11. BPO’s registered office and Canadian head office is P.O. Box 770, Suite 330, Brookfield Place Toronto, 181 Bay Street, Toronto, Ontario, M5J 2T3.

12. BPO owns, develops and manages premier office properties in the United States, Canada, Australia and Europe.

13. BPO’s capital structure consists of (i) an unlimited number of authorized Common Shares; (ii) an unlimited number of authorized Class A Preference Shares, issuable in series; (iii) 6,000,000 authorized Class AA Preference Shares, issuable in series; (iv) an unlimited number of authorized Class AAA Preference Shares (the Preference Shares), issuable in series; and (v) an unlimited number of authorized Class B Preference Shares, issuable in series.

14. The following shares in the capital of BPO were issued and outstanding as of June 30, 2016: (i) 484,806,813 Common Shares; (ii) 4,592,047 Class A Preference Shares, Series A, 9,205,273 Class A Preference Shares, Series B; (iii) 2,000,000 Class AA Preference Shares, Series E; (iv) 8,000,000 Class AAA Preference Shares, Series E, 4,241,746 Class AAA Preference Shares, Series G, 7,594,438 Class AAA Preference Shares, Series J, 6,000,000 Class AAA Preference Shares, Series K, 11,000,000 Class AAA Preference Shares, Series N, 12,000,000 Class AAA Preference Shares, Series P, 10,000,000 Class AAA Preference Shares, Series R, 10,000,000 Class AAA Preference Shares, Series T, 1,805,489 Class AAA Preference Shares, Series V, 3,816,527 Class AAA Preference Shares, Series W, 300 Class AAA Preference Shares, Series X, 2,847,711 Class AAA Preference Shares, Series Y, 800,000 Class AAA Preference Shares, Series Z, 12,000,000 Class AAA Preference Shares, Series AA, 8,000,000 Class AAA Preference Shares, Series CC; and (v) 3,600,000 Class B Preference Shares, Series 1, 3,000,000 Class B Preference Shares, Series 2.

15. As of June 30, 2016, the issued and outstanding shares of BPO were owned as follows: (i) all of the issued and outstanding Common Shares were indirectly owned by Brookfield Property Partners; (ii) all of the issued and outstanding Class A Preference Shares were indirectly owned by Brookfield Property Partners; (iii) all of the issued and outstanding Class AA Preference Shares were owned, directly and indirectly, by Brookfield Property Partners, except for 299 Class AA Preference Shares, Series E which were held by the public; (iv) all of the issued and outstanding Class AAA Preference Shares were owned, directly and indirectly, by Brookfield Property Partners, except for certain non-voting Preference Shares, which were held by the public; and (v) all of the issued and outstanding Class B Preference Shares were owned by Brookfield.

16. The Preference Shares are issuable in one or more series having such rights, restrictions and privileges determined by the directors of BPO. Some of the Preference Shares are convertible, in certain circumstances, into Preference Shares of another series (the Resulting Preference Shares) or Units.

17. The Preference Shares, Series G, J, K, N, P, R, T, V, W, Y, AA and CC are listed on the TSX under the symbols “BPO.PR.U”, “BPO.PR.J”, “BPO.PR.K”, “BPO.PR.N”, “BPO.PR.P”, “BPO.PR.R”, “BPO.PR.T”, “BPO.PR.X”, “BPO.PR.W”, “BPO.PR.Y”, “BPO.PR.A” and “BPO.PR.C”, respectively. No other shares of BPO, including its Common Shares, are listed on an exchange.

18. Brookfield Property Partners owns, directly and indirectly, 100% of BPO’s issued and outstanding securities except for (i) certain non-voting Class B Preference Shares, which are held by Brookfield; (ii) certain non-voting Preference Shares, which are held by the public; and (iii) senior notes of BPO issued pursuant to an indenture (the Indenture) dated December 8, 2009 between BPO and BNY Trust Company of Canada, as trustee, as supplemented (the Senior Notes and, together with the Preference Shares, the Existing Securities). Brookfield Property Partners indirectly owns 100% of BPO’s Common Shares and Class A Preference Shares, and therefore indirectly controls 100% of the voting securities of BPO.

19. BPO may issue additional series of Preference Shares (including Preference Shares that are convertible into Resulting Preference Shares or Units) and Senior Notes (collectively, the New Securities and together with the Existing Securities, the Securities) to the public from time to time in the future.

20. BPO is a reporting issuer in the Reporting Jurisdictions (except for the Northwest Territories, Yukon and Nunavut) and is not in default of any requirements under applicable securities legislation or the rules and regulations made pursuant thereto in the Reporting Jurisdictions (except for the Northwest Territories, Yukon and Nunavut).

Reorganization

21. In July 2016, Brookfield Property Partners transferred certain assets to a subsidiary of BPO in exchange for certain securities, including 30,783.26 Class B Preference Shares, Series 3 and 36,346.50 Class B Preference Shares, Series 4 (the Reorganization). Upon completion of the Reorganization, Brookfield Property Partners still indirectly owns 100% of BPO’s Common Shares and Class A Preference Shares and therefore still indirectly controls 100% of the voting securities of BPO.

22. In connection with the Reorganization, Brookfield Property Partners, the Holding LP and the Holding Entities (collectively, the Guarantors) provided full and unconditional joint and several guarantees (collectively, the Guarantees) of the payments to be made by BPO in respect of the Securities and the Resulting Preference Shares, as stipulated in agreements governing the rights of holders of the Securities and the Resulting Preference Shares, that result in the holders of such securities being entitled to receive payment from the Guarantors within 15 days of any failure by BPO to make a payment, as contemplated by paragraph (d) of the definition of “designated credit support security” in NI 51-102. The Guarantees in respect of the Preference Shares and the Resulting Preference Shares rank pari passu with certain senior preferred limited partnership units or preferred shares of the Guarantors and junior to certain other obligations of the Guarantors.

23. BPO may guarantee preferred limited partnership units issued by Brookfield Property Partners and debt securities issued by Brookfield Property Partners’ subsidiaries. Such guarantees will rank pari passu with the Preference Shares and the Senior Notes, as applicable.

The Filers, The Holding LP and the Holding Entities

24. The Holding LP owns, directly or indirectly, all of the issued and outstanding common shares of all the Holding Entities and Brookfield owns all of the issued and outstanding preferred shares of CanHoldco (the CanHoldco Preferred Shares). The CanHoldco Preferred Shares are redeemable for cash at the option of CanHoldco, subject to certain limitations. The CanHoldco Preferred Shares are entitled to vote with the common shares of CanHoldco. The CanHoldco Preferred Shares are not equity securities as such term is defined in the Act. The voting rights attached to the CanHoldco Preferred Shares represent 3% of the votes to be cast by shareholders of CanHoldco; therefore they should be disregarded when considering the overall relationship between Brookfield Property Partners, the Holding LP, the Holding Entities and BPO.

25. The definitions of “subsidiary” and “beneficial ownership of securities” that apply under the Act only refer to the ownership or control of companies, as opposed to partnerships, and do not clearly capture the relationship that exists among Brookfield Property Partners, the Holding LP and BPO. However, Brookfield Property Partners acts as the managing general partner of the Holding LP, holding a 100% managing general partnership interest in the Holding LP, and therefore controls the Holding LP directly. Further, the Holding LP owns, directly or indirectly, all of the equity and voting securities of the Holding Entities (other than as described in representation 24 above). As a result, Brookfield Property Partners consolidates the Holding LP (and all of the Holding LP’s assets, including the Holding Entities) in its financial statements.

26. Brookfield Property Special L.P. (Property Special LP), a Brookfield subsidiary, holds a 0.7% special limited partnership interest (the Special Limited Partnership Units) in the Holding LP, Qatar Investment Authority (QIA), an unrelated third party, holds class A preferred limited partnership units (the Class A Preferred Units) of the Holding LP and the remaining limited partnership interests (the Redemption-Exchange Units) in the Holding LP are held by Brookfield. Property Special LP is the sole holder of the Special Limited Partnership Units, QIA is the sole holder of the Class A Preferred Units and Brookfield is the sole holder of the Redemption-Exchange Units.

27. The Special Limited Partnership Units are non-voting interests in the Holding LP and are not redeemable or exchangeable. The Class A Preferred Units are non-voting interests in the Holding LP and are exchangeable into Units upon exchange, redemption or maturity. The Redemption-Exchange Units are subject to a redemption-exchange mechanism pursuant to which Brookfield has the right to require that the Holding LP redeem all or a portion of its Redemption-Exchange Units for a cash amount equal to the fair market value of one Unit multiplied by the number of Redemption-Exchange Units to be redeemed. In connection with the redemption, Brookfield Property Partners has the right to purchase all the Redemption-Exchange Units to be redeemed in exchange for Units on a one for one basis. The characteristics of the redemption-exchange mechanism associated with Brookfield’s Redemption-Exchange Units are such that the economic interest of Brookfield is an economic interest in Brookfield Property Partners rather than the Holding LP.

28. BPY General Partner holds a 0.1% general partnership interest in Brookfield Property Partners and acts as the general partner of Brookfield Property Partners. BPY General Partner is wholly owned by Brookfield.

29. The Guarantors became “credit supporters” of BPO when the Guarantees were implemented (as defined in Part 13.4 of NI 51-102).

30. BPO became a “credit support issuer” when the Guarantees were implemented (as defined in Part 13.4 of NI 51-102).

31. BPO, and the relationship between BPO and Brookfield Property Partners, satisfies the requirements of section 13.4(2.1) of NI 51-102 in all respects, other than: (i) the fact that the Holding LP and Brookfield Property Partners are partnerships, (ii) certain Preference Shares may be convertible, in certain circumstances, into Resulting Preference Shares, and (iii) the fact that Brookfield Property Partners satisfies its continuous disclosure obligations by complying with U.S. federal securities law as is permitted under NI 71-102.

32. Brookfield Property Partners does not directly satisfy the definition of “parent credit supporter” (as defined in Part 13.4 of NI 51-102) in relation to BPO and the Securities as a result of the indirect ownership of BPO through the Holding LP. Therefore, the Securities are not “designated credit support securities” (as defined in Part 13.4 of NI 51-102). If the Exemption Sought is granted, the Filers will (i) treat Brookfield Property Partners as a “parent credit supporter” and comply with the conditions in section 13.4(2.1) of NI 51-102 that apply to parent credit supporters, and (ii) treat the Securities and the Resulting Preference Shares as “designated credit support securities” and comply with the conditions in section 13.4(2.1) of NI 51-102 that apply to designated credit support securities, in accordance with the terms and conditions of this decision.

33. The Securities satisfy the definition of “designated credit support securities” (as defined in Part 13.4 of NI 51-102), but for: (i) the fact that Brookfield Property Partners does not directly satisfy the definition of “parent credit supporter” (as defined in Part 13.4 of NI 51-102), and (ii) certain Preference Shares may be convertible, in certain circumstances, into Resulting Preference Shares.

34. It is proposed that BPO distribute Preference Shares to the public pursuant to a short form prospectus in respect of the distribution of the Preference Shares, filed in each of the Reporting Jurisdictions (except for the Northwest Territories, Yukon and Nunavut), in reliance upon sections 2.4 of NI 44-101 and, if applicable, National Instrument 44-102 – Shelf Distributions (NI 44-102). The short form prospectus will be prepared pursuant to the short form procedures contained in NI 44-101 and, if applicable, NI 44-102 and will comply with the requirements set out in Form 44-101F1 and, if applicable, NI 44-102, other than the Prospectus Disclosure Requirements.

35. BPO does not directly satisfy the eligibility criteria in Part 2 of NI 44-101 (and thus the shelf qualification requirements in Part 2 of NI 44‑102) in order to be able to file a prospectus in the form of a short form prospectus (and thus short form base shelf prospectus) for Preference Shares that are convertible into Resulting Preference Shares.

36. Brookfield Property Partners does not meet the test set forth in section 13.4(2)(a) of NI 51-102 as it does not directly satisfy the definition of “parent credit supporter” (as defined in Part 13.4 of NI 51-102) and, by virtue of section 13.4(4) of NI 51-102, Brookfield Property Partners is unable to meet the test set forth in section 13.4(2)(b)(ii) of NI 51-102 as it satisfies its continuous disclosure obligations by complying with U.S. federal securities law as is permitted under NI 71-102. Therefore, the Exemption Sought is required in order for the provisions of section 13.4 of NI 51-102 to apply to BPO, and the relationship between BPO and Brookfield Property Partners.

Offering of New Securities

37. At the time of the filing of any short form prospectus or shelf prospectus supplement in connection with an offering of New Securities:

a) BPO will comply with all of the filing requirements and procedures set out in NI 44-101, other than the Qualification Requirements, and, if applicable, NI 44-102, except as permitted by the Legislation;

b) the prospectus will be prepared in accordance with the short form prospectus requirements of NI 44-101 and, if applicable, NI 44-102 other than the Prospectus Disclosure Requirements, except as permitted by the Legislation;

c) Brookfield Property Partners will continue to be a reporting issuer under the Legislation;

d) Brookfield Property Partners will continue to provide its Guarantees;

e) the prospectus will incorporate by reference the documents of Brookfield Property Partners set forth under item 11.1 of Form 44-101F1;

f) the prospectus disclosure required by item 11 of Form 44-101F1 will be addressed by incorporating by reference Brookfield Property Partners’ public disclosure documents referred to in paragraph (e) above; and

g) Brookfield Property Partners will continue to satisfy all of the criteria in section 2.2 of NI 44-101, as applicable, pursuant to Part 4 of NI 71-102.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that:

1. in respect of the Continuous Disclosure Requirements, BPO and Brookfield Property Partners continue to satisfy the conditions set out in subsection 13.4(2.1) of NI 51-102, except as modified as follows:

(a) any reference to parent credit supporter in section 13.4 shall be deemed to include Brookfield Property Partners notwithstanding its indirect ownership of BPO through the Holding LP,

(b) any reference to subsidiary credit supporter in section 13.4 of NI 51-102 shall be deemed to include the Holding Entities and their affiliates, including the Brookfield Property Partners Related Entities, notwithstanding Brookfield Property Partners’ indirect ownership of such entities through the Holding LP,

(c) Brookfield Property Partners does not have to comply with the conditions in section 13.4(2)(a) and section 13.4(2.1)(b) of NI 51-102 if:

(i) no party other than Brookfield Property Partners and Brookfield will have any direct or indirect ownership of, or control or direction over, voting securities of the Holding LP,

(ii) no party other than Brookfield Property Partners, Brookfield and the Brookfield Property Partners Related Entities will have any direct or indirect ownership of, control or direction over, voting securities of the Holding Entities,

(iii) no party other than Brookfield Property Partners, Brookfield and the Brookfield Property Partners Related Entities will have any direct or indirect ownership of, or control or direction over, voting securities of BPO,

(iv) Brookfield Property Partners consolidates in its financial statements the Holding LP, the Holding Entities and BPO as well as any entities consolidated by any of the foregoing and, if BPO has issued Securities that remain outstanding, files its financial statements pursuant to Part 4 of NI 51-102, except that Brookfield Property Partners does not have to comply with the conditions in section 4.2 of NI 51-102 if it files such financial statements on or before the date that it is required to file its Form 20-F with the U.S. Securities and Exchange Commission (SEC), and

(v) other than the CanHoldco Preferred Shares owned by Brookfield, the issued and outstanding voting securities of the Holding Entities and BPO are 100% owned, directly or indirectly, by their respective parent companies or entities,

(d) section 13.4(4) of NI 51-102 does not apply to Brookfield Property Partners (the SEC Foreign Issuer Relief) if:

(i) Brookfield Property Partners continues to be a reporting issuer,

(ii) Brookfield Property Partners continues to be a SEC foreign issuer (as defined in section 1.1 of NI 71-102) and only relies on the exemptions in Part 4 of NI 71-102,

(iii) to the extent that Brookfield Property Partners complies with the foreign private issuer disclosure regime under U.S. securities law, it does not rely on any exemption from that regime,

(iv) if BPO has issued Securities that remain outstanding, the summary financial information referred to in section 13.4(2.1)(c) of NI 51-102 will be reconciled to the consolidated financial statements of Brookfield Property Partners, including any minority interest adjustments,

(v) Brookfield Property Partners continues to file a material change report as set out in Part 7 of NI 51-102 in respect of any material change in the affairs of Brookfield Property Partners that is not reported or filed by Brookfield Property Partners on SEC Form 6-K,

(vi) Brookfield Property Partners continues to file an interim financial report as set out in Part 4 of NI 51-102 and the Management Discussion and Analysis as set out in Part 5 of NI 51-102 for each period commencing on the first day of the financial year and ending nine, six or three months before the end of the financial year, and

(vii) Brookfield Property Partners includes in any prospectus of BPO, financial statements or other information about any acquisition that would have been or would be a significant acquisition for the purposes of Part 8 of NI 51-102 that Brookfield Property Partners has completed or has progressed to a state where a reasonable person would believe that the likelihood of Brookfield Property Partners completing the acquisition is high if the inclusion of the financial statements is necessary for the prospectus to contain full, true and plain disclosure of all material facts relating to the securities being distributed. The requirement to include financial statements or other information must be satisfied by including or incorporating by reference (a) the financial statements or other information as set out in Part 8 of NI 51-102, or (b) satisfactory alternative financial statements or other information, unless at least 9 months of the operations of the acquired business or related businesses are incorporated into Brookfield Property Partners’ current annual financial statements included or incorporated by reference in the prospectus of BPO,

(e) BPO does not have to comply with the conditions in section 13.4(2)(c) of NI 51-102 if BPO does not issue any securities and does not have any securities outstanding other than:

(i) designated credit support securities,

(ii) securities issued to and held by Brookfield Property Partners or the Brookfield Property Partners Related Entities,

(iii) non-voting securities held by Brookfield,

(iv) debt securities issued to and held by banks, loan corporations, loan and investment corporations, savings companies, trust corporations, treasury branches, saving or credit unions, financial services cooperatives, insurance companies or other financial institutions,

(v) securities issued under exemptions from the prospectus requirements in section 2.35 of National Instrument 45-106 – Prospectus and Registration Exemptions, and

(vi) Securities and Resulting Preference Shares, provided that (x) Brookfield Property Partners has provided its Guarantees in respect of such securities and (y) such securities are not convertible into any security other than Resulting Preference Shares, Units and Preference Shares.

2. in respect of the Certification Requirements, the Audit Committee Requirements and the Corporate Governance Requirements, Brookfield Property Partners and BPO continue to satisfy the conditions for relief from the Continuous Disclosure Requirements set forth above.

3. in respect of the Insider Reporting Requirements, an insider of BPO can only rely on the Exemption Sought so long as:

(a) the insider complies with the conditions in sections 13.4(3)(b) and (c) of NI 51-102, and

(b) Brookfield Property Partners and BPO continue to satisfy the conditions for relief from the Continuous Disclosure Requirements set forth above.

4. in respect of the Qualification Requirements and the Prospectus Disclosure Requirements so long as:

(a) any preliminary short form prospectus of BPO is in respect of an offering of Securities,

(b) BPO is qualified to file a preliminary short form prospectus under section 2.4 of NI 44-101, except modified as follows:

(i) BPO does not have to comply with the condition in section 2.4 of NI 44-101 that the securities being distributed be non-convertible preferred shares if, on completion of any offering of new Preference Shares, such Preference Shares are only convertible into Resulting Preference Shares,

(c) BPO is and remains so long as any of the Securities issued to the public remain outstanding, an electronic filer under National Instrument 13-101 – System for Electronic Document Analysis and Retrieval (SEDAR),

(d) BPO and Brookfield Property Partners satisfy the conditions set out in section 13.3 of Form 44-101F1, except as modified as follows:

(i) any reference to parent credit supporter in section 13.3 of Form 44-101F1 shall be deemed to include Brookfield Property Partners notwithstanding its indirect ownership of BPO through the Holding LP,

(ii) any reference to subsidiary credit supporter in section 13.3 of Form 44-101F1 shall be deemed to include the Holding Entities and their affiliates, including the Brookfield Property Partners Related Entities, notwithstanding Brookfield Property Partners’ indirect ownership of such entities through the Holding LP,

(iii) Brookfield Property Partners does not have to comply with the conditions in sections 13.3(1)(e) and 13.3(1)(f) of Form 44-101F1 if it meets the conditions in paragraph 1(c) of this decision above,

(iv) BPO does not have to comply with the conditions in section 13.3(1)(d) of Form 44-101F1 if, on completion of any offering of new Preference Shares, such Preference Shares are only convertible into Resulting Preference Shares, and

(v) the summary financial information referred to in section 13.3(1)(g) of Form 44-101F1 will be reconciled to the consolidated financial statements of Brookfield Property Partners, including any minority interest adjustments,

(e) any preliminary short form prospectus and final short form prospectus of BPO contains (or incorporates by reference a document containing) a corporate organizational chart showing the ownership and control relationships among Brookfield, Brookfield Property Partners, the BPY General Partner, the Holding LP, the Holding Entities and BPO,

(f) Brookfield Property Partners and BPO continue to satisfy the conditions for relief from the Continuous Disclosure Requirements set forth above,

(g) BPO and Brookfield Property Partners, as applicable, comply with the requirements in paragraph 37 above, and

(h) BPO will issue a news release and file a material change report as set out in Part 7 of NI 51-102 in respect of any material change in the affairs of BPO that is not also a material change in the affairs of Brookfield Property Partners.

As to the Exemption Sought (other than from the Insider Reporting Requirements in the Act).

“Jo-Anne Matear” Manager, Corporate Finance Ontario Securities Commission

As to the Exemption Sought from the Insider Reporting Requirements in the Act.

“Janet Leiper” Commissioner Ontario Securities Commission

“William Furlong” Commissioner Ontario Securities Commission