Brookfield Property Preferred F-4/ARegistration of securities (foreign) (amended)

As part of BAM’s ongoing focus on building long term value, the BAM Board of Directors regularly reviews and assesses BPY’s long-term goals and opportunities, industry trends, competitive environment and short- and long-term performance, with the goal of maximizing unitholder value. The BAM Board of Directors also discusses on an ongoing basis the price of BPY Units and BPY Unitholder total returns, both on an absolute basis and relative to BPY’s peers. The BAM Board of Directors also considers potential risks that BPY faces in execution, including challenging global economic conditions, potentially unfavorable investment environments in the real estate market, general market conditions and trends, the highly competitive environment, and other factors.

Beginning in December 2020, members of management of BAM began assessing the feasibility of acquiring the BPY Units not already owned by BAM, including the related structuring, financing and tax considerations for a potential transaction.

On January 1, 2021, a special meeting of the BAM Board of Directors was called for January 3, 2021 to consider whether to authorize the management of BAM to pursue such a transaction.

On January 3, 2021, the BAM Board of Directors authorized management of BAM to pursue a transaction to acquire all of the BPY Units that BAM did not already own.

At a BPY Board of Directors meeting held later that day, the BPY Board of Directors formed the Special Committee, consisting of Omar Carneiro da Cunha, Stephen DeNardo, Louis Joseph Maroun and Lars Rodert, with a mandate to, among other things, review and consider the Proposed Transaction. Once the Special Committee’s legal counsel was appointed, the mandate was reviewed with them and it was determined that it should be broadened. As a result, the BPY Board of Directors subsequently approved a mandate granting exclusive authority to the Special Committee to examine, review and evaluate the Proposed Transaction, and its implications for BPY and its stakeholders, including the Unaffiliated BPY Unitholders, and consider the financial implications of alternatives to the Proposed Transaction and pursue them to the extent feasible in light of BAM’s statement that it was not interested in selling its equity position in BPY, and to conduct or supervise the conduct of negotiations of the structure and terms of the Proposed Transaction, to make recommendations to the BPY Board of Directors with respect thereto and to ensure that the interests of Unaffiliated BPY Unitholders be taken into account in the context of that process.

In connection with the adoption of a broader mandate, the Special Committee directed its legal counsel to conduct a review of the independence of each of the members of the Special Committee. Legal counsel conducted interviews with each of the members of the Special Committee to verify their independence and the findings of those interviews were shared with the Special Committee, and subsequently the other independent directors of the BPY Board of Directors. Following review and consideration, the determination was made that no member of the Special Committee had a material relationship with BPY, BAM or their respective affiliates or a material interest in the Proposed Transaction that would be reasonably expected to interfere with the exercise of his independent judgement or to compromise his ability to discharge his duties as a member of the Special Committee. In connection with the ratification of the composition of the Special

Prior to the first formal meeting of the Special Committee on January 6, 2021, the members of the Special Committee had a number of informal meetings to discuss the engagement of legal and financial advisors and the process for considering the Proposed Transaction.

During the January 6 and January 8, 2021 meetings, the Special Committee received legal advice from Goodmans regarding its duties and responsibilities and the legal requirements of the Proposed Transaction, including the application of MI 61-101, and the requirement under MI 61-101 for a formal valuation prepared by an independent financial advisor. During the meetings, Goodmans reviewed the criteria for determining the independence of an independent valuator under MI 61-101.

Shortly after the establishment of the Special Committee, members of the Special Committee identified an extensive list of potential financial advisors and selected five to provide proposals in respect of the Proposed Transaction based on their experience, qualifications, reputations and independence from BPY and BAM, and the Special Committee’s decision to exclude from the selection process U.S. and Canadian bank-owned dealers with a significant involvement or relationships with BAM. Each of the five financial advisors confirmed their independence with reference to relevant regulatory requirements, including MI 61-101, and demonstrated that they had the requisite expertise, qualifications and capacity for this engagement.

Between January 6 and January 11, 2021, members of the Special Committee met with and received and evaluated the proposals from each of the five potential financial advisors. Each of the potential financial advisors outlined their qualifications and experience for the mandate and each provided disclosure outlining every interaction such advisor had with BAM and/or any of its affiliates in the prior five years, including mandates acting for and opposite such entities. Goodmans and Latham conducted interviews with each of the proposed financial advisors regarding their independence based on their disclosure and, on January 11, 2021, reviewed the findings with the Special Committee. After numerous discussions with each of the potential financial advisors and deliberation among the members of the Special Committee, including with counsel, at a meeting of the Special Committee held on January 13, 2021, the Special Committee resolved to retain Lazard as independent financial advisor to provide the formal valuation required by MI 61-101 and strategic advice in respect of the Proposed Transaction.

Throughout the process, Lazard reviewed extensive information regarding BPY and its business, operations, properties, assets, financial performance and condition, operating results and prospects, including BPY’s five-year business plan, and analyzed the financial terms of the Proposed Transaction and the value range of the BPY Units and the potential value of the New LP Preferred Units. Lazard was provided with access to all requested information and met with BPY management to review the information, including BPY’s five-year business plan.

Throughout the process, the Special Committee met on at least a weekly basis and held 22 formal meetings, during which meetings the Special Committee:

In addition to its formal meetings, the Special Committee members had additional informal discussions among themselves, as well as with their independent legal and financial advisors. None of the representatives of BAM were present during any of the Special Committee’s meetings or participated in the Special Committee’s decision-making process.

On March 5, 2021, Lazard reviewed its preliminary analysis of the value range for the BPY Units and the potential value of the New LP Preferred Units.

On March 19, 2021, the Special Committee provided an update to the other independent directors of the BPY Board of Directors and, following this update and the other directors having left the meeting, the Special Committee reviewed with Lazard and its legal advisors alternative strategies and tactics in respect of negotiations with BAM in light of the preliminary valuation analysis provided by Lazard and the Special Committee’s assessment of the on-going prospects for any risks attendant to BPY’s business plan. Following discussion, the Special Committee determined that representatives of Lazard should contact the designated

Also on March 19, 2021, Matthew Lustig, Chairman of Investment Banking, North America, Head of Real Estate & Lodging for Lazard, contacted Justin Beber, Managing Partner, Head of Corporate Strategy & Chief Legal Officer of BAM, to review the Special Committee’s views on the Proposed Transaction from a financial perspective. As an initial negotiating position, Mr. Lustig expressed the view that simply based, in part, on the current trading prices of the BPY Units and BAM Shares relative to the date of the announcement of the Proposed Transaction, a transaction price at or above $20.00 per BPY Unit could be supported. Mr. Lustig also indicated that the Special Committee would be prepared to consider a different mix of consideration if BAM could increase its price to that level. Mr. Beber, who was joined on the call by Nicholas Goodman, Chief Financial Officer of BAM, shared BAM’s perspective that the price of $16.50 per BPY Unit properly valued the BPY Units, including with reference to, among other factors, current implied capitalization rates among BPY’s peers. Over the course of discussions held between BAM and Lazard on March 19, 2021, March 20, 2021 and March 21, 2021, each of BAM and Lazard shared their perspectives for their outlooks on an appropriate price for the Proposed Transaction.

On March 23, 2021, Mr. Beber and Mr. Goodman contacted Mr. Lustig to arrange a time to further discuss the financial terms of the Proposed Transaction. During a telephone conversation on March 25, 2021 among Mr. Lustig, Alex Russo, a colleague of Mr. Lustig, Mr. Beber and Mr. Goodman, Mr. Beber presented an updated price proposal from BAM in respect of the Proposed Transaction of $17.50 per BPY Unit that would add $135 million in cash, in the aggregate, to the offer price (or $0.38 per BPY Unit), and holding all other parameters of the Proposed Transaction constant (including the fixed exchange ratio of 0.40 BAM Shares), resulting in a $1.00 increase to the total offer price when factoring in the increased current trading price of BAM Shares since January 3, 2021. BAM noted that $17.50 per BPY Unit accorded with the current trading price of the BPY Units, based on its 30-day volume-weighted average price. Mr. Lustig indicated that the Special Committee had a meeting scheduled for March 26, 2021, at which the Special Committee would consider BAM’s revised proposal.

At the Special Committee meeting held on March 26, 2021, after consulting with Lazard and its legal advisors, the Special Committee directed Mr. Lustig to advise BAM that the Special Committee was not prepared to recommend the Proposed Transaction at the $17.50 per BPY Unit revised purchase price.

Mr. Lustig, Mr. Beber and Mr. Goodman had a discussion in the afternoon of March 26, 2021 in which Mr. Lustig communicated to BAM the Special Committee’s position. He further noted that, although not able to support BAM’s revised offer, the Special Committee was desirous of reaching a successful transaction.

On the morning of March 27, 2021, Mr. Beber contacted Mr. Lustig by email to schedule a follow-up discussion from the March 26, 2021 call. Mr. Beber noted that Brian Kingston, Chief Executive Officer of Brookfield Property Group, would be contacting Mr. Maroun as well. Messrs. Beber, Goodman, Lustig and Russo convened a telephone call in the afternoon of March 27, 2021, in which Messrs. Beber and Goodman presented a further updated price proposal of $18.00 per BPY Unit that contemplated an additional aggregate increase of $150 million in cash (or an aggregate increase of $285 million in cash from the initial proposal), and a decreased exchange ratio from 0.4 BAM Shares to 0.3941 BAM Shares, thereby fixing the value per BAM Share at $45.67, being its closing price on March 26, 2021. BAM indicated that this revised proposal left no ability for BAM to do more to increase the price of the Proposed Transaction. In addition, BAM noted that its original proposal had contemplated closing the Proposed Transaction sooner in the second quarter than was now expected and, as such, BAM’s further updated proposal also included the cessation of all distributions following the distribution to be paid on March 31, 2021. Finally, Mr. Beber indicated that, should this revised proposal be acceptable, it was BAM’s intention to formalize and announce the transaction prior to the opening of markets on March 29, 2021.

Also on March 27, 2021, Mr. Kingston contacted Mr. Maroun, at the direction of BAM, to ensure that the messages communicated by Mr. Beber to Mr. Lustig on that day were properly understood by the Special Committee, both in terms of firmness of pricing and urgency of timing. Later that day, Mr. Maroun called Mr. Kingston to describe the process that the Special Committee and BPY Board of Directors would need to undertake before any transaction could be agreed, which made it difficult to achieve a targeted announcement

At a meeting held in the morning on March 28, 2021, the Special Committee met with its independent legal and financial advisors to evaluate BAM’s revised proposed purchase price of $18.00 per BPY Unit, including the cessation of distributions after March 31, 2021. The Special Committee, with the assistance of its advisors, determined that it was not prepared to recommend the Proposed Transaction at that price and on those terms and that all matters necessary to announce a transaction could not properly be completed prior to market open on March 29, 2021. The Special Committee also noted that the market likely had an expectation that, if a transaction was to be completed, BPY Unitholders would receive regular distributions until closing. On that basis, the Special Committee directed Lazard to communicate to BAM that it would be prepared to recommend the Proposed Transaction at a price of $18.44 per BPY Unit (with no distributions after the March 2021 distribution), which amount reflected an increase, in part, to account for a potential June 2021 distribution in the amount of $0.33 per BPY Unit not being made.

In the afternoon of March 28, 2021, Mr. Lustig communicated the Special Committee’s views to Mr. Beber and Mr. Goodman and the Special Committee’s counter proposal of $18.44 per BPY Unit. Mr. Lustig further noted that, while the Special Committee was desirous of moving expeditiously, any announcement would require more time in order to finalize all transaction documentation and convene a meeting of all independent members of the BPY Board of Directors.

Later that day, the Special Committee again met with its legal and financial advisors to evaluate BAM’s proposed revised purchase price of $18.17 per BPY Unit. After discussion, the Special Committee directed Lazard to advise BAM that it would consider the revised proposal and intended to provide its response on the following day.

At a meeting of the Special Committee held on March 30, 2021, the Special Committee, with assistance from its legal and financial advisors, provided the other independent directors with a further update of the BPY Board of Directors with respect to the Proposed Transaction and responded to various questions.

On March 31, 2021, the Special Committee met in the morning and again invited the other independent directors of the BPY Board of Directors. At that meeting, Lazard reviewed its updated preliminary analysis of the value range for the BPY Units and the potential value of the New LP Preferred Units for the benefit of the other independent directors and to further provide them with the benefit of more detailed analysis.

Between March 29, 2021 and March 31, 2021, the Special Committee and its legal and financial advisors, with the assistance of BAM’s legal advisors, finalized the terms of the definitive documentation for the Proposed Transaction.

The Arrangement Agreement was finalized and executed by BAM, BPY and Purchaser Sub on March 31, 2021, and the Arrangement was publicly announced on April 1, 2021.

The Transaction is the result of arm’s-length negotiations conducted between members of the Special Committee and its financial and legal advisors with representatives of BAM and its legal advisors.

Under the SEC rules governing “going private” transactions, the Purchaser Parties may be deemed to be affiliates of BPY and are required to express their reasons for entering into the Arrangement Agreement and the Transaction to BPY Unitholders. The Purchaser Parties are making the statements included in this section solely for purposes of complying with the requirements of these rules.

The Purchaser Parties are making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules under the U.S. Exchange Act. Their views as to the fairness of the Transaction should not be construed as a recommendation to any Unaffiliated BPY Unitholder as to how such Unaffiliated BPY Unitholder should vote on the proposal to approve the Transaction. The Purchaser Parties attempted to negotiate the terms of the Transaction that would be most favorable to them, and not Unaffiliated BPY Unitholders.

The Purchaser Parties believe that the Transaction is substantively and procedurally fair to the Unaffiliated BPY Unitholders. In reaching this conclusion, the Purchaser Parties noted that the Special

The Special Committee did not retain an unaffiliated representative to act solely on behalf of the Unaffiliated BPY Unitholders for purposes of negotiating the terms of the Transaction. However, the Special Committee retained Lazard as independent financial advisor to prepare the Valuation and Fairness Opinion.

The foregoing factors are not intended to be exhaustive, but include the material factors considered by the Special Committee in making its determinations and recommendations. The Special Committee did not consider it practicable to, and did not, assign specific weights to any of the factors considered in reaching their determinations and recommendations, and individual members of the Special Committee may have given different weights to different factors. The above factors are not presented in any order of priority.

As a result of the foregoing process and after having carefully considered and weighed all relevant benefits, risks and other factors (including those set forth above), the Special Committee unanimously

For their services in reviewing and considering the Transaction on behalf of BPY, the independent directors of the BPY Board of Directors, other than the members of the Special Committee, determined that BPY will pay $100,000 to each of the members of the Special Committee. Such payments are not contingent upon the completion of the Transaction.

Lazard was not, to the best of its knowledge, denied access by BPY or its general partner to any material information it requested. Lazard requested certain asset-level information from BPY to confirm its understanding of the Forecasts, but was not provided such information. However, Lazard concluded, based on its experience and professional judgement, that having access to such information was not material to its analysis.

Senior officers of BPY, in their capacities as officers of BPY and the general partner and not in their individual capacities, represented to Lazard in a certificate dated the date of the Valuation that:

MI 61-101 defines “fair market value” as the monetary consideration that, in an open and unrestricted market, a prudent and informed buyer would pay a prudent and informed seller, each acting at arm’s length with the other and under no compulsion to act. In accordance with MI 61 101, Lazard made no downward adjustment to the fair market value to reflect the liquidity of the securities, the effect of the Transaction on the securities, or the fact that the BPY Units not held by BAM and its affiliates do not form part of a controlling interest. Consequently, in respect of the BPY Units, the Valuation provides a conclusion on a per security basis with respect to BPY’s “en bloc” value, being the price at which all of the BPY Units could be sold to one or more buyers at the same time.

The summary of the analyses and reviews provided below includes information presented in tabular format. To fully understand Lazard’s analyses and reviews, the tables must be read together with the full text of each summary. The tables alone do not constitute a complete description of Lazard’s analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of Lazard’s analyses and reviews.

Lazard performed a sum-of-the-parts analysis of BPY. A sum-of-the-parts valuation analysis reviews an entity’s operating performance and outlook on a segment-by-segment basis to determine an implied market value for the enterprise as a whole.

Lazard performed the sum-of-the-parts valuation analysis by (i) performing a DCF analysis for the Core Office and Core Retail segments, using the BPY-marked values for the LP Investment segment and using BPY’s book values of the Land & Other segment and (ii) applying comparable entity trading multiples to perform a valuation analysis of the Core Office and Core Retail segments, using the BPY-marked values for the LP Investment segment and using BPY’s book values of the Land & Other segment. For the LP Investments and Land & Other segments, such aggregate values were $12.5 billion and $1.0 billion, respectively, as of December 31, 2020 (being the last date for which such information was available), in each case as provided by BPY management.

A discounted cash flow analysis is a valuation methodology used to derive an intrinsic valuation of an entity by calculating the present value of its estimated future cash flows. “Future cash flows” refers to projected unlevered free cash flows of an entity (calculated by beginning with earnings before interest, taxes, depreciation

The following is a summary of the unlevered free cash flow projections, excluding synergies, based on BPY management projections and used in the discounted cash flow analysis:

For its discounted cash flow calculations, Lazard applied discount rates ranging from 5.0% to 6.0% (in the case of the Core Office segment) and 6.25% to 7.25% (in the case of the Core Retail segment) to the respective segment’s estimated share of future cash flows, as provided by BPY management. Such discount rates were based on its estimated range of the weighted average cost of capital for each of the Core Office and

Lazard then observed the average of these ratios across the select comparable entities. The following table summarizes the results of this review for the select comparable entities:

From this analysis, Lazard estimated an implied equity value ranges for BPY by taking the sum of implied equity value ranges for the Core Office and Core Retail segments and adjusting for the equity value of the LP Investments and Land & Other segments and an amount in respect of net tangible other assets as of December 31, 2020 (being the last date for which such information was available), as provided by BPY management. Lazard then subtracted (i) the outstanding principal amount of BPY’s share of corporate debt, (ii) the outstanding principal amount due to the holders of BPY’s capital securities, as adjusted for mandatorily convertible securities, (iii) the outstanding principal amount due to the holders of preferred equity and (iv) the outstanding amount due in respect of BPY’s first quarter dividend, and added BPY’s cash and cash equivalents, in each case as provided by BPY management as of December 31, 2020. Lazard divided the resulting equity value ranges by 1,006,104,628, the fully diluted number of BPY Units outstanding as of December 31, 2020, as provided by BPY management, to estimate implied price ranges per BPY Unit.

BPY has historically traded at a consistent and significant discount to its IFRS NAV per BPY Unit. BPY’s average trading discount to IFRS NAV per BPY Unit from inception until the announcement by BAM on January 4, 2021 that it was pursuing the transaction was 29.7%. Its average trading discount to IFRS NAV per BPY Unit for the year ended December 31, 2020 was 52.3%. Based on these data points and BPY’s IFRS NAV per BPY Unit as of December 31, 2020 of $26.65, a range of value for a BPY Unit of $12.71 to $18.73 is implied.

Lazard reviewed historical trading prices of the BPY Units on the TSX and Nasdaq for the 52 weeks ending December 31, 2020, the last trading day prior to BAM announcing its intention to pursue the Transaction. Over this twelve-month period, the BPY Units traded in a band achieving a low of $7.25 and a high of $19.99 per BPY Unit.

Lazard reviewed five available public market trading price targets for BPY Units published by equity research analysts prior to and following BAM announcing its intention to pursue to the Transaction. Equity research analyst price targets reflect each analyst’s estimate of the future public market trading price of the BPY Units at the time the price target is published. Of the reviewed price targets issued prior to BAM announcing its intention to pursue the Transaction, the lowest price target was $12.00 and the highest was $18.00. Following BAM’s announcement, the lowest price target was $17.00 and the highest was $18.00.

Based upon and subject to the foregoing, in addition to other factors considered relevant, Lazard was of the opinion that, as of March 31, 2021, the fair market value of the New LP Preferred Units was approximately $25.00 per New LP Preferred Unit.

To the knowledge of the directors and senior officers of BPY General Partner, after reasonable enquiry, other than the Valuation, there have been no “prior valuations” ​(as defined in MI 61-101) prepared in respect

BPY does not as a matter of course make public projections as to future sales, earnings or other results. However, the management of Brookfield Property Group has prepared the financial projections of BPY set forth below and provided such projections to Lazard in connection with its preparation of the Valuation and the Fairness Opinion. Such financial projections were also provided to BAM. The accompanying financial projections were not prepared with a view toward public disclosure or with a view toward complying with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of management of Brookfield Property Group, were prepared on a reasonable basis, reflect the best currently available estimates and judgments, and present, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of BPY. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this document are cautioned not to place undue reliance on the financial projections.

Neither BPY’s independent auditors, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the financial projections contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the financial projections.

In developing the financial projections, management of Brookfield Property Group made numerous assumptions with respect to BPY for the relevant forecast period (fiscal 2021 through fiscal 2025). The assumptions and estimates underlying the financial projections are inherently uncertain and, though considered reasonable by the management of Brookfield Property Group as of the date of their preparation, are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. See the risk factors in the BPY Annual Report, which is incorporated herein by reference. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of BPY or that actual results will not differ materially from those presented in the financial projections. Inclusion of the financial projections in this Document should not be regarded as a representation by any person that the results contained in the financial projections will be achieved.

Measures in these financial projections include those considered as non-IFRS financial measures. Non-IFRS financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS, and non-IFRS financial measures as used by BPY may not be comparable to similarly titled amounts used by other companies.

This table should be read in conjunction with BPY’s Annual Report incorporated by reference into this Document, and other publicly available information. In developing the projections, management of Brookfield Property Group made numerous assumptions with respect to BPY for the periods presented below, including the following assumptions:

The New LP Preferred Units are subject to a number of risks. Before deciding whether to elect to receive New LP Preferred Unit Consideration, Unitholders should consider carefully the risks relating to New LP Preferred Units.

Because the Exchange Ratio is fixed, the value of the BAM Share Consideration will depend on the market price of BAM Shares at the effective time of the Transaction. The Exchange Ratio will not be adjusted for changes in the market price of BAM Shares or BPY Units between the date of signing the Arrangement Agreement and the completion of the Transaction. There will be a lapse of time between the date BPY Unitholders vote to approve the Transaction Resolutions contemplated by this Document, and the date on which BPY Unitholders entitled to receive BAM Shares actually receive those shares. The implied value of the BAM Share Consideration has fluctuated since the date of the Public Announcement and will continue to fluctuate from the date of this Document to the effective time of the Transaction and thereafter. The closing price per BPY Unit as of the last trading day preceding the Public Announcement, on the TSX and Nasdaq was C$18.41 and $14.47, respectively. The closing price per BPY Unit has fluctuated as high as C$22.78 and $18.88 on the TSX and Nasdaq, respectively, and as low as C$21.47 and $17.53 on the TSX and Nasdaq, respectively, between the date of the Public Announcement and June 4, 2021. The closing price per BAM Share as of the last trading day preceding the Public Announcement, on the TSX and NYSE was C$52.62 and $41.27, respectively. The closing price per BAM Share has fluctuated as high as C$61.15 and $50.75 on the TSX and NYSE, respectively, and as low as C$54.27 and $43.96 on the TSX and NYSE, respectively, between the date of the Public Announcement and June 4, 2021. Accordingly, at the time of the Meeting, the value of the portion of the Transaction Consideration to be paid in BAM Shares will not be known. Share and unit price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in BAM’s and BPY’s respective operations and prospects, cash flows, and financial position, market assessments of the likelihood that the Transaction Resolutions will be approved, and the timing of the Transaction. Moreover, the issuance of additional BAM Shares in the Transaction could depress the per share price of BAM Shares.

BPY Unitholders are urged to obtain current market quotations for BAM Shares and BPY Units before making a decision on whether to approve the Transaction Resolutions and when making an election decision.

Upon completion of the Transaction, BPY Unitholders who elect the BAM Share Consideration and/or the New LP Preferred Unit Consideration will become holders of BAM Shares and/or New LP Preferred Units (subject to the election and pro-ration mechanisms described in this Document). BAM’s businesses differ from those of BPY, and accordingly the results of operations of BAM will be affected by some factors that are different from those currently affecting the results of operations of BPY. Further, as holders of New LP Preferred Units, you will only be entitled to distributions from New LP, when and if declared by the board of directors of the general partner of New LP, and the liquidation value of the New LP Preferred Units upon dissolution, liquidation or winding-up of New LP. For a discussion of the businesses of BAM and BPY and of important factors and risks to consider in connection with those businesses, see the documents

At the time BPY Unitholders vote on the Transaction Resolutions and at the time Unitholders make an election, they will not know the amount of cash, the number of BAM Shares or the number of New LP Preferred Units they will receive as a result of the Transaction.

To be effective, a form of election must be properly completed, signed and submitted to the Depositary by 5:00 p.m., (Toronto time), on the date of the election deadline. After a Unitholder has submitted a Letter of Transmittal and Election, under the terms of the election, he or she will not be able to transfer any Units covered by his or her form of election, unless he or she revokes his or her election by written notice received by the Depositary prior to the election deadline. Any subsequent transfer of Units with respect to which an election has been made shall automatically revoke such election. If the Meeting is delayed to a subsequent date, the election deadline shall be similarly delayed to a subsequent date, and BAM and BPY shall promptly announce any such delay and, when determined, the rescheduled election deadline.

BAM expects to issue to Unitholders and BPYU Stockholders 59,279,337 BAM Shares in the Transaction. Based on the number of BPY Units and BAM Shares outstanding as of June 1, 2021, upon the completion of the Transaction, current BAM shareholders and former Unitholders and BPYU Stockholders are expected to own approximately 96% and 4%, respectively, of the BAM Shares. After the completion of the Transaction, each Unitholder and BPYU Stockholders that receives BAM Shares and is not already a shareholder of BAM will become a shareholder of BAM with a percentage economic ownership that will be smaller than such securityholder’s percentage economic ownership of BPY or BPYU prior to the Transaction. As a result of this reduced ownership percentage, each such securityholder will generally have less of an economic interest in BAM after the Transaction than they now have in BPY or BPYU, as applicable. For more

Interested parties may file lawsuits against BPY, BAM, affiliates and/or the directors and officers of either entity in connection with the Transaction. One of the conditions to the closing of the Transaction is that no injunction or order of any court or other governmental authority of competent jurisdiction enjoining, prohibiting or rendering illegal the consummation of the Transaction or the transactions contemplated by the Arrangement Agreement be in effect. If any plaintiff were successful in obtaining an injunction prohibiting the defendants from completing the Transaction on the agreed upon terms, then such injunction may prevent the Transaction from becoming effective or from becoming effective within the expected timeframe and could result in significant costs to BPY and/or BAM, including any cost associated with the indemnification of directors and officers. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Transaction are completed may adversely affect BAM’s or BPY’s business, financial condition, results of operations and cash flow.

The pro forma information and the BPY forecasts described in this Document are presented for illustrative purposes only and are not necessarily indicative of what BPY’s actual financial condition or results of operations will be when the Transaction is completed on the dates indicated. The pro forma information described in this Document reflects adjustments based upon preliminary estimates that may change and assumptions about the Transactions that may prove incorrect over time. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this Document. BPY’s operating results after the Transactions may be materially different from those shown in the pro forma information presented in this Document, which represents only a combination of BAM’s and BPY’s respective historical results.

Similarly, the BPY forecasts presented in this Document are not necessarily indicative of BPY’s future results. None of the forecasts included in this Document have been prepared with a view toward public disclosure other than to certain parties involved in the Transaction or toward complying with SEC guidelines or generally accepted accounting principles. The forecasts were based on numerous variables and assumptions which are inherently uncertain and may be beyond the control of BPY, and exclude, among other things, transaction-related expenses. Important factors that may affect actual results and results of BPY’s operations, or could lead to such projections and forecasts not being achieved include, but are not limited to: successful management and retention of key personnel, unexpected expenses, conflicts of interest between BAM’s and BPY’s businesses and general economic conditions. As such, these forecasts should not be relied upon as an indicator of actual past or future results.

If the Transaction is not completed for any reason, including as a result of BPY Unitholders failing to approve the Transaction Resolutions, the ongoing businesses of BAM and BPY may be materially adversely affected and, without realizing any of the benefits of having completed the Transaction, BAM and BPY would be subject to a number of risks, including the following:

If the Transaction are not completed, the risks described above may materialize and they may have a material adverse effect on BAM’s or BPY’s results of operations, cash flows, financial position and stock prices.

Upon completion of the Transaction, Unitholders will no longer hold a direct economic interest in BPY. Instead, certain former Unitholders will become shareholders of BAM or unitholders of New LP and their

As a result of the Transaction, BAM’s and BPY’s businesses are and will be subject to the risks described above. In addition, BAM and BPY are, and following completion of the Transaction, each of BAM and BPY will continue to be, subject to the risks described in the BAM Annual Report and the BPY Annual Report, as updated from time to time in their subsequent filings with the SEC, including those incorporated by reference into this Document.

Unless redeemed by New LP prior to July 26, 2081, the New LP Preferred Units will mature on July 26, 2081 at which time each New LP Preferred Unitholder will be entitled to receive $25.00 per New LP Preferred Unit, together with all accrued (whether or not declared) and unpaid distributions up to but excluding such date of maturity (less any tax required to be deducted and withheld by New LP). The New LP Preferred Units are not redeemable at the option of New LP Preferred Unitholders under any circumstances. The New LP Preferred Units may be redeemed by New LP at its option (i) following the occurrence of a Change of Control Triggering Event, a Delisting Transaction Triggering Event, and/or a Change in Tax Law, in whole, out of funds legally available for such redemption, at a redemption price in cash of $25.00 per New LP Preferred Unit plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption, whether or not declared, (ii) prior to July 26, 2026, following the occurrence of a Ratings Event, in whole but not in part, out of funds legally available for such redemption, at a redemption price in cash of $25.50 per New LP Preferred Unit plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption, whether or not declared, or (iii) at any time on or after July 26, 2026, at New LP’s option, in whole or in part, out of funds legally available for such redemption, at a redemption price in cash of $25.00 per New LP Preferred Unit plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption, whether or not declared. Any decision New LP makes at any time to redeem the New LP Preferred Units will depend upon, among other things, New LP’s evaluation of its capital position, the terms and circumstances of any Change of Control, Ratings Event or Delisting Transaction, as applicable, and general market conditions at that time. As a result, the holders of the New LP Preferred Units may be required to bear the financial risks of an investment in the New LP Preferred Units until July 26, 2081.

The issuance of any New LP Senior Securities or additional New LP Parity Securities (including additional series of New LP Class A Units and any other obligations of New LP that rank on parity with the New LP Preferred Units) would dilute the interests of the New LP Preferred Unitholders and could affect its ability to pay distributions on, redeem, or pay the liquidation preference on the New LP Preferred Units. Future issuances and sales of New LP Senior Securities, New LP Parity Securities or New LP Junior Securities, or the perception that such issuances and sales could occur, may cause prevailing market prices for the New LP Preferred Units to decline and may adversely affect New LP’s ability to raise additional capital in the financial markets at times and prices favorable to it.

The declaration of distributions on the New LP Preferred Units will be at the discretion of the New LP General Partner. New LP Preferred Unitholders will not have a right to distributions on such units unless declared by the New LP General Partner. The declaration of distributions will be at the discretion of the New LP General Partner even if New LP has sufficient funds, net of its liabilities, to pay such distributions. This may result in New LP Preferred Unitholders not receiving the full amount of distributions that they expect to receive, or any distributions, and may make it more difficult to resell New LP Preferred Units or to do so at a price that the holder finds attractive. The New LP General Partner will not allow New LP to pay a distribution (i) unless there is sufficient cash available, (ii) which would render New LP unable to pay its debts as and when they come due, or (iii) which, in the opinion of the New LP General Partner, would or might leave New LP with insufficient funds to meet any future or contingent obligations. In addition, although unpaid distributions are cumulative, New LP is not required to accumulate cash for purpose of making distributions to the New LP Preferred Unitholders or any other preferred units it may issue, which may limit the cash available to make distributions on the New LP Preferred Units.

The payment of distributions under the Guarantee is limited to certain circumstances. Although the New LP Preferred Units carry cumulative dividends, New LP may not be in a position pursuant to law to declare and pay such distributions as contemplated in this Document. While the payment of such distributions has been guaranteed by BPY, such Guarantee is only triggered when such distributions are declared by the New LP General Partner or, upon the redemption, retraction or liquidation, dissolution or winding-up of New LP. The tax treatment of a payment under the Guarantee may differ from the tax treatment of the payment if it had been made by New LP.

Payment under the Guarantee will also depend, to a large extent, on the receipt by BPY of sufficient funds from its indirect subsidiaries as BPY does not have any significant assets of its own. Each Guarantor has agreed pursuant to the Guarantee that, as long as distributions on New LP Preferred Units are in arrears, such Guarantor will not declare of pay, or set apart for payment, any dividends or distributions on any of its Guarantor Preferred Securities if the full, cumulative distributions payable on the New LP Preferred Units are in arrears. A failure by a Guarantor to pay such distributions or dividends may have an adverse effect on BPY, New LP and the market value of the New LP Preferred Units.

Except as set forth in the New LP Partnership Agreement or as otherwise required by Bermuda law, New LP Preferred Unitholders generally will have no voting rights. For example, New LP may sell, exchange or otherwise dispose of all or substantially all of its assets in a single transaction or a series of related transactions without the approval of New LP Preferred Unitholders. Although the New LP Preferred Unitholders are entitled to limited protective voting rights with respect to certain matters, as described in

Distributions will only be paid if the distribution is not restricted or prohibited by law or the terms of any New LP Senior Securities, including New LP’s current and future indebtedness. The instruments governing the terms of current or future financing or the refinancing of any borrowings currently do or may contain covenants that restrict New LP’s ability to make distributions on the New LP Preferred Units or redeem the New LP Preferred Units. The New LP Preferred Units place no restrictions on New LP’s ability to incur indebtedness containing such restrictive covenants.

The New LP Preferred Units are a new class of New LP’s securities and do not have an established trading market. In addition, New LP Preferred Unitholders seeking liquidity of the New LP Preferred Units prior to its maturity date will be limited to selling their New LP Preferred Units in the secondary market absent redemption by New LP. Although New LP has applied to list the New LP Preferred Units on Nasdaq and the TSX, and the TSX has conditionally approved the listing of the New LP Preferred Units on the TSX, there can be no assurance that Nasdaq will accept the New LP Preferred Units for listing and that New LP will be able to satisfy all listing requirements of Nasdaq and the TSX. Even if the New LP Preferred Units are approved for listing by Nasdaq and/or the TSX, an active trading market on Nasdaq and/or the TSX for the New LP Preferred Units may not develop or, even if it develops, may not last, in which case the trading price of the New LP Preferred Units could be adversely affected and your ability to transfer your New LP Preferred Units will be limited. If an active trading market does develop on Nasdaq and/or the TSX, the New LP Preferred Units may trade at prices lower than $25.00. The trading price of the New LP Preferred Units would depend on many factors, including:

New LP has no control over a number of factors, including economic, financial and political events, that impact market fluctuations in interest rates, which have in the past and may in the future experience volatility.

In addition, the terms of the New LP Preferred Units do not limit New LP’s ability to incur indebtedness. As a result, New LP and its subsidiaries may incur indebtedness that will rank senior to the New LP Preferred Units. The incurrence of indebtedness or other liabilities that will rank senior to the New LP Preferred Units may reduce the amount available for distributions and the amount recoverable by holders of New LP Preferred Units.

In connection with Transaction, New LP expects that the New LP Preferred Units will receive a rating from a Rating Agency. Rating agencies revise their ratings from time to time and could lower or withdraw any rating issued with respect to the New LP Preferred Units. Any real or anticipated downgrade or withdrawal of any ratings of the New LP Preferred Units could have an adverse effect on the market price or liquidity of the New LP Preferred Units.

If the IRS makes an audit adjustment to New LP’s income tax returns, it may assess and collect any taxes (including penalties and interest) resulting from such audit adjustment directly from New LP instead of holders of New LP Preferred Units or holders of other partnership interests in New LP. New LP may be permitted to elect to have the New LP General Partner, New LP Preferred Unitholders, and other holders of partnership interests in New LP take such audit adjustment into account in accordance with their interests in New LP during the taxable year under audit. However, there can be no assurance that New LP will choose to make such election or that it will be available in all circumstances. If New LP does not make the election, and New LP pays taxes, penalties, or interest as a result of an audit adjustment, then cash available for distribution might be substantially reduced. As a result, holders of partnership interests in New LP, including New LP Preferred Unitholders, might bear some or all of the cost of the tax liability resulting from such audit adjustment, even if these holders did not own partnership interests in New LP during the taxable year under audit.