ARRANGEMENT AGREEMENT BETWEEN BROOKFIELD ASSET MANAGEMENT INC. -AND- BROOKFIELD PROPERTY PARTNERS L.P. -AND- BPY ARRANGEMENT CORPORATION March 31, 2021

Definitions

Certain Rules of Interpretation

Schedules

Arrangement

Effective Date of Arrangement

Interim Order

Circular, Form F-4 and Schedule 13E-3

Payment of Consideration

Certain Adjustments

Performance of Purchaser Sub

Lists of the BPY Unitholders

Employee Plans

Fiduciary Duties

BAM Holders

Representations and Warranties of BPY

Representations and Warranties of the Purchaser Parties

Survival of Representation and Warranties.

Covenants of the Purchaser Parties Regarding the Arrangement

Covenants of BPY Regarding the Arrangement

Conduct of Businesses

Insurance

Pre-Acquisition Reorganization

Public Notices

Participation in Litigation

Notification of Certain Matters

Delisting of Stock

Mutual Conditions of the Purchaser Parties and BPY

Additional Conditions Precedent to the Obligations of the Purchaser Parties

Additional Conditions Precedent to the Obligations of BPY

Merger of Conditions

Term

Termination

Notice and Cure Provisions

Effect of Termination

Amendment

Notices

Time of the Essence

No Third Party Beneficiaries

Expenses

Injunctive Relief

Severability

Entire Agreement

Governing Law

Waiver

Enurement and Assignment

Counterparts and Telecopies

Directions of the Special Committee

Definitions

is or would reasonably be expected to be material and adverse to the results of operations, assets, properties, or financial condition of BAM and its subsidiaries, taken as a whole; or

would or would reasonably be expected to materially impair or delay the consummation of the Arrangement by BAM beyond the Outside Date or materially impair or delay the ability of BAM to perform its obligations hereunder, provided that the pendency of any litigation seeking to restrain, enjoin or otherwise prohibit the consummation of the Arrangement shall be disregarded for the purpose of this clause (b),

is or would reasonably be expected to be material and adverse to the results of operations, assets, properties, or financial condition of BPY and its subsidiaries, taken as a whole; or

would or would reasonably be expected to materially impair or delay the consummation of the Arrangement by BPY beyond the Outside Date or materially impair or delay the ability of BPY to perform its obligations hereunder, provided that the pendency of any litigation seeking to restrain, enjoin or otherwise prohibit the consummation of the Arrangement shall be disregarded for the purpose of this clause (b),

Certain Rules of Interpretation

Calculation of Time. Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends.

Business Days. Whenever any action to be taken or payment to be made pursuant to this Agreement would otherwise be required to be made on a day that is not a Business Day, such action shall be taken or such payment shall be made on the first Business Day following such day.

Headings. The descriptive headings preceding Articles and Sections of this Agreement are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Articles or Sections. The

Including. Where the word “including” or “includes” is used in this Agreement, it means “including without limitation” or “includes without limitation”.

Statutory References. Any reference to a statute shall mean the statute in force as at the date of this Agreement (together with all rules, regulations and published policies, as applicable, made thereunder), as the same may be amended, re-enacted, consolidated or replaced from time to time, and any successor statute thereto, unless otherwise expressly provided.

Currency. All references to “$” mean United States dollars.

Number and Gender. In this Agreement, unless the contrary intention appears, words importing the singular include the plural and vice versa; words importing gender shall include all genders; and words importing persons shall include a natural person, firm, trust, partnership, association, corporation, joint venture or Governmental Entity (including any governmental agency, political subdivision or instrumentality thereof).

Schedules

Arrangement

As soon as reasonably practicable following the execution of this Agreement, Purchaser Sub shall prepare, file, proceed with and diligently prosecute an application pursuant to section 182(5) of the OBCA for the Interim Order as contemplated in Section 2.3.

As soon as reasonably practicable after obtaining the Interim Order, BPY shall convene and hold the BPY Unitholders’ Meeting for the purpose of considering the BPY Resolution.

If the Interim Order and the approval of the BPY Unitholders as set out in the Interim Order are obtained, Purchaser Sub shall promptly thereafter take all steps necessary or desirable to submit the Arrangement to the Court and apply for the Final Order.

Subject to obtaining the Final Order and the satisfaction or waiver of the other conditions herein contained in favour of each party, Purchaser Sub shall file,

Effective Date of Arrangement

Interim Order

for the calling and holding of the BPY Unitholders’ Meeting for the purpose of considering the BPY Resolution;

for the BPY Unitholders’ Meeting to be called, held and conducted in accordance with the provisions of the LPA, the Circular and the Interim Order;

that the requisite unitholder approval for the BPY Resolution shall be:

a simple majority of the votes cast by BPY Unitholders present in person or represented by proxy at the BPY Unitholders’ Meeting; and

a simple majority of the votes cast by Public Unitholders present in person or represented by proxy at the BPY Unitholders’ Meeting (together with clause (i), the “Required Vote”);

that registered holders of BPY Units will be provided with Dissent Rights;

that the BPY Unitholders’ Meeting may be adjourned or postponed from time to time by BPY without the need for additional approval of the Court; and

confirmation of the record date for the purposes of determining the Unitholders and BPYU Shareholders entitled to receive notice and the BPY Unitholders entitled to vote at the BPY Unitholders’ Meeting in accordance with the Interim Order and that the record date will not change as a result of any adjournments or postponements of the BPY Unitholders’ Meeting.

Circular, Form F-4 and Schedule 13E-3

BPY and BAM will, in a timely and expeditious manner, jointly prepare and file or cause to be filed, (i) the Circular in all Canadian jurisdictions where the same is required and (ii) the Form F-4 and Schedule 13E-3, which shall include the Circular as a prospectus, with the SEC, in each case as required under applicable Laws and

BAM, with reasonable cooperation from BPY, shall ensure the Circular complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Circular will not contain any Misrepresentation. BAM, with reasonable cooperation from BPY, shall ensure that the Form F-4 and Schedule 13E-3, at the time of filing thereof and at the time of each amendment or supplement thereto, complies as to form in all material respects with the Exchange Act.

The Circular will include the unanimous recommendation of the Unconflicted Board of Directors that BPY Unitholders vote in favour of the BPY Resolution.

The Circular will provide that the holders of Exchange LP Units may elect to participate in the Arrangement on an “as-exchanged” basis in accordance with Section 4.2(m), and include notice of redemption and notice of BPY’s intention to exercise its redemption call right for all Exchange LP Units in respect of which a holder has not so opted to participate, all in accordance with the terms of the Exchange LP Units.

Each of Purchaser Parties and BPY will furnish to each other all such information as may be required by the Interim Order or applicable Laws or as may be reasonably required or reasonably requested by one of the parties hereto in the preparation of the Circular, the Form F-4 and the Schedule 13E-3 for inclusion in the Circular, the Form F-4 and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto. The Purchaser Parties shall ensure that no such information will contain any Misrepresentation and that such information with respect to the Purchaser Parties will not contain any Misrepresentation and, at the time the Form F-4 or Schedule 13E-3, or any amendment or supplement thereto, is filed with the SEC, the Form F-4 or Schedule 13E-3, as amended or supplemented, will not contain any Misrepresentation. BPY shall ensure that any information that is provided by BPY or its Representatives (excluding BAM or any Service Provider (as defined in the MSA) in connection with their roles as a service provider to BPY) with respect to BPY for the purpose of inclusion in the Circular or Schedule 13E-3 will not contain any Misrepresentation. BAM shall indemnify and save harmless BPY, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which BPY, any subsidiary of

Each of BAM, BPY and their respective advisors shall be given a reasonable opportunity to review and comment on the Circular, the Form F-4 and Schedule 13E-3, prior to the Circular being printed and mailed or delivered to the Unitholders, BPYU Shareholders and holders of award grants under the BPY and BPYU Equity-Based Award Plans and the Circular, Form F-4 and Schedule 13E-3 being filed, and reasonable consideration shall be given to any comments made by the Purchaser and its advisors, or BPY and its advisors, as applicable, provided that all information relating solely to the Purchaser Parties included in the Circular, the Form F-4 and Schedule 13E-3 shall be in form and substance satisfactory to BPY, acting reasonably, and provided that all information relating solely to BPY included in the Circular, the Form F-4 and Schedule 13E-3 shall be in form and substance satisfactory to the Purchaser, acting reasonably. BPY shall provide the Purchaser Parties with a final copy of the Circular prior to the mailing or delivery to the Unitholders, BPYU Shareholders and holders of award grants under the BPY and BPYU Equity-Based Award Plans. BAM and BPY shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Circular, the Form F-4, and/or the Schedule 13E-3 or for additional information and shall supply each other with copies of (i) all correspondence between BAM, BPY, or their respective Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Circular, the Form F-4, and/or the Schedule 13E-3 and (ii) all Orders of the SEC relating to the Form F-4. No response to any comments from the SEC or the staff of the SEC relating to the Circular, the Form F-4, and/or the Schedule 13E-3 will be made by either BAM or BPY, as applicable, without providing the other a reasonable opportunity to review and comment thereon unless pursuant to a telephone call initiated by the SEC, and each party shall consider in good faith all comments reasonably proposed by the other party. No amendment or supplement to the Circular, the Form F-4, and/or the Schedule 13E-3 shall be made by BPY or BAM, as applicable, without the prior approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed.

The Purchaser Parties and BPY shall also take, or cause to be taken, any other action required to be taken under Securities Act, the Exchange Act, any applicable domestic, provincial, foreign or state securities or “blue sky” laws and the rules and regulations thereunder in connection with the issuance of the BAM Shares and Preferred Units (and the related Preferred Unit Guarantees).

BPY and the Purchaser Parties shall promptly notify one another if at any time before the Effective Date, they become aware that the Circular, the Form F-4, and/or the Schedule 13E-3 contains a Misrepresentation, or that the Circular, the Form F-4, and/or the Schedule 13E-3 otherwise requires an amendment or supplement in order to prevent such documents from including a Misrepresentation, and the Purchaser Parties and BPY shall co-operate in the preparation of any amendment or supplement to the Circular, the Form F-4, and/or the Schedule 13E-3, as required or appropriate, and BPY and BAM shall promptly mail or deliver or otherwise publicly disseminate any amendment or supplement to the Circular, the Form F-4, and/or the Schedule 13E-3 as applicable in accordance with 2.4(a) and, if required by the Court or applicable Laws, file the same with the Securities Authorities and as otherwise required.

Payment of Consideration

Certain Adjustments

(i) the outstanding BAM Shares or the outstanding BPY Units (or the securities convertible into or exercisable for BAM Shares or BPY Units) shall have been changed into a different number of shares or units or a different class by reason of any reclassification, stock or unit split (including a reverse stock or unit split), recapitalization, split-up, combination, exchange of shares or units, readjustment, or other similar transaction, or a stock or similar dividend or distribution thereon (other than a transaction described in Section 2.6(b)), shall be declared with a record date within said period, or (ii) any extraordinary cash dividend or any cash dividend in excess of BAM’s normal quarterly dividend of $0.13 per BAM Share, shall be

any dividend or distribution on the BAM Shares or a security that is the economic equivalent of a BAM Share, including the special pro rata distribution by BAM to the holders of BAM Shares of class A exchangeable limited voting shares of Brookfield Asset Management Reinsurance Partners Ltd., shall be declared thereon with a record date within said period, then the BAM Share Consideration shall become a number of BAM Shares equal to the product of (x) the BAM Share Consideration multiplied by (y) the sum of (A) the number of shares or securities to be distributed per BAM Share plus (B) one; or

any cash distribution shall be declared on the BPY Units (or the securities convertible into or exercisable for BPY Units) after the date hereof, then the Cash Consideration shall be reduced by an amount equal to such distribution per BPY Unit, but without duplication.

Performance of Purchaser Sub

Lists of the BPY Unitholders

Employee Plans

Fiduciary Duties

BAM Holders

Representations and Warranties of BPY

the Special Committee has received the Valuation and Fairness Opinion from the Financial Advisor and, as of the date hereof:

the Special Committee, after consultation with its financial and legal advisors, has unanimously determined that the Arrangement is fair to the Public Unitholders and that the transactions contemplated in the Arrangement are in the best interests of BPY and has unanimously recommended that the Board of Directors approve the Arrangement and

the Unconflicted Board of Directors, having received the recommendation of the Special Committee has determined unanimously that the Arrangement is fair to the Public Unitholders and that the transactions contemplated in the Arrangement are in the best interests of BPY, has unanimously approved the Arrangement and the execution and performance of this Agreement and resolved unanimously to recommend to the Public Unitholders that they vote their BPY Units in favour of the Arrangement;

BPY (i) is validly existing as an exempted limited partnership under the laws of Bermuda, has the power to enter into this Agreement and to perform its obligations hereunder, and (ii) is duly qualified to do business in each jurisdiction in which the nature of its business makes such qualification necessary, except where such failure to qualify would not have or would not reasonably be expected to have a BPY Material Adverse Effect;

as of March 30, 2021, the authorized capital of BPY consists of (i) an unlimited number of BPY Units, (ii) an unlimited number of general partnership units and (iii) an unlimited number of preferred limited partnership units. As of the close of business on March 30, 2021, 436,032,994 BPY Units, 138,875 general partnership units, 7,360,000 Class A Cumulative Redeemable Perpetual Preferred Units, Series 1, 10,000,000 Class A Cumulative Redeemable Perpetual Preferred Units, Series 2 and 11,500,000 Class A Cumulative Redeemable Perpetual Preferred Units, Series 3 have been validly issued and are outstanding as fully paid and non-assessable units and have not been issued in violation of any pre-emptive rights or other contractual rights to purchase securities granted by BPY or arising under any applicable Law. As of the close of business on March 26, 2021, an aggregate of 497,573,073 BPY Units were issuable upon the exchange, exercise or conversion of the Exchangeable Securities, the issued and outstanding redemption-exchange units of Holding LP and the outstanding awards granted under the BPY and BPYU Equity-Based Award Plans, and such BPY Units, upon issuance, will be validly issued and outstanding as fully paid and non-assessable units, and will not have been issued in violation of any pre-emptive rights or other contractual rights to purchase securities granted by BPY or arising under any applicable Law. As of the close of business on March 30, 2021, 72,000,000 Class A Preferred Units of Holding LP have been validly issued and are outstanding as fully paid and non-assessable units. As of the date hereof, except for the DRIP, the Exchangeable Securities, the redemption-exchange units of Holding LP, Class A Preferred Units of Holding LP and the BPY and BPYU Equity-Based Award Plans and the awards granted thereunder, there are no options, warrants, conversion privileges, commitments (contingent or otherwise) or other agreements or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, for the purchase, allotment or issuance of, or subscription for, any securities of BPY, or any securities convertible or exchangeable into, or exercisable for, or otherwise evidencing a right to acquire, any securities of BPY. There are no

all of the issued and outstanding BPY Units have been duly authorized and validly issued and are fully paid and non-assessable. Except as would not have a BPY Material Adverse Effect, all securities of BPY have been issued in compliance with all applicable Securities Laws and all applicable Contracts. Other than the BPY Units, there are no securities of BPY outstanding which have the right to vote generally (or are convertible into or exchangeable for securities having the right to vote generally) with the BPY Unitholders on any matter;

this Agreement has been duly authorized, executed and delivered by BPY and is a legal, valid and binding obligation of BPY, enforceable against BPY by the Purchaser Parties in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity;

the execution and delivery of this Agreement by BPY and the consummation of the Arrangement will not:

result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the acceleration of any obligation of BPY under:

any provision of the LPA or resolutions of the Board of Directors (or any committee thereof) or the BPY Unitholders;

any material Order;

any Permit held by BPY that is necessary to the operation of the business carried on by BPY and its subsidiaries, where such breach, default, conflict or acceleration would have a BPY Material Adverse Effect;

any applicable Law, statute, ordinance, regulation or rule, where such breach, default, conflict or acceleration would have a BPY Material Adverse Effect; or

any other Contract or agreement, where such breach, default, conflict or acceleration would have a BPY Material Adverse Effect; or

give rise to any right of termination or acceleration of material indebtedness of BPY and its subsidiaries, or cause any material third party indebtedness of BPY and its subsidiaries to come due before its stated maturity;

BPY is a “reporting issuer” in Canada and is not on the list of reporting issuers in default under applicable Canadian provincial and territorial Securities Laws. The BPY Units are registered under the Exchange Act. BPY is in compliance with all applicable Securities Laws in all material respects, and no delisting of, suspension of trading in or cease trading order with respect to any securities of BPY and, to the Knowledge of BPY, no inquiry or investigation (formal or informal) of any Securities Authorities, is in effect or ongoing or, to the Knowledge of BPY, threatened;

except for the Financial Advisor, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from, or to the reimbursement of any of its expenses by, BPY or any of its subsidiaries in connection with this Agreement or the Arrangement;

to the Knowledge of BPY, no prior valuations (within the meaning of MI 61-101) of BPY have been made in the 24 months prior to the date hereof;

BPY acknowledges and agrees that, except for the representations and warranties set forth in Section 3.2, no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of the Purchaser Parties to BPY, and the Purchaser Parties hereby disclaim any such representation or warranty, whether by or on behalf of the Purchaser Parties, and notwithstanding the delivery or disclosure to BPY, or any of its Representatives or subsidiaries, of any documentation or other information by the Purchaser Parties or any of their respective Representatives or subsidiaries with respect to any one or more of the foregoing; and

BPY also acknowledges and agrees that, except for the representations and warranties set forth in Section 3.2, the Purchaser Parties make no representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Purchaser Parties or any of their respective subsidiaries or the future business, operations or affairs of the Purchaser Parties or any of their subsidiaries heretofore or hereafter delivered to or made available to BPY or its Representatives or subsidiaries.

Representations and Warranties of the Purchaser Parties

each Purchaser Party is validly existing under the laws of its jurisdiction of formation, has the power to enter into this Agreement and to perform its obligations hereunder and is duly qualified to do business in each jurisdiction in which the nature of its business makes such qualification necessary. At least two (2) Business Days prior to the date hereof, BAM has made available to BPY accurate and complete copies of the organizational documents of the BAM Parties which are taking any actions in the Plan of Arrangement, in each case, including all amendments thereto;

as of March 19, 2021, the authorized and issued capital of BAM consists of: (i) an unlimited number of BAM Shares, of which 1,576,999,947 BAM Shares have been issued and are outstanding; (ii) 85,120 Class B Limited Voting Shares, all of which are issued and are outstanding; (iii) an unlimited number of Class A Preference Shares, of which 10,457,685 Class A Preference Shares, Series 2; 3,995,910 Class A Preference Shares, Series 4; 2,476,185 Class A Preference Shares, Series 8; 5,515,981 Class A Preference Shares, Series 9; 9,640,096 Class A Preference Shares, Series 13; 2,000,000 Class A Preference Shares, Series 15; 7,840,204 Class A Preference Shares, Series 17; 7,866,749 Class A Preference Shares, Series 18; 9,278,894 Class A Preference Shares, Series 24; 1,529,133 Class A Preference Shares, Series 25; 9,770,928 Class A Preference Shares, Series 26; 9,233,927 Class A Preference Shares, Series 28; 9,787,090 Class A Preference Shares, Series 30; 11,750,299 Class A Preference Shares, Series 32; 9,876,735 Class A Preference Shares, Series 34; 7,842,909 Class A Preference Shares, Series 36; 7,830,091 Class A Preference Shares, Series 37; 7,906,132 Class A Preference Shares, Series 38; 11,841,025 Class A Preference Shares, Series 40; 11,887,500 Class A Preference Shares, Series 42; 9,831,929 Class A Preference Shares, Series 44; 11,740,797 Class A Preference Shares, Series 46; and 11,885,972 Class A Preference Shares, Series 48; in each case, are issued and outstanding; and (iv) an unlimited number of Class AA Preference Shares, none of which have been issued or are outstanding. As of the date hereof, except for the BAM Equity-Based Award Plans and the awards granted thereunder, there are no options, warrants, conversion privileges, commitments (contingent or otherwise) or other agreements or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, for the purchase, allotment or issuance of, or subscription for, any securities of BAM, or any securities convertible or exchangeable into, or exercisable for, or otherwise evidencing a right to acquire, any securities of BAM. All securities of BAM have been issued in compliance with all applicable Securities Laws and, except as would not have a BAM Material Adverse Effect, all applicable Contracts. Other than the BAM Shares and the Class B Limited Voting Shares of BAM, there are no securities of BAM or of any of its subsidiaries outstanding which have the right to vote generally (or are convertible into or exchangeable for securities having the right to vote generally) with the holders of BAM Shares and Class B Limited Voting Shares of BAM on any matter. There are no outstanding Contracts of BAM to repurchase, redeem or otherwise acquire any of its securities;

all of the outstanding BAM Shares have been duly authorized and validly issued, and are fully paid and non-assessable;

this Agreement has been duly authorized, executed and delivered by the Purchaser Party and is a legal, valid and binding obligation of the Purchaser Party, enforceable against the Purchaser Party by BPY in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity;

the execution and delivery of this Agreement by the Purchaser Party and the consummation of the Arrangement will not:

result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the acceleration of, any obligation of the Purchaser Party, and, in the case of clause (A), any of the Purchaser Party’s affiliates (other than BPY) taking any action in the Plan of Arrangement, under:

any provision of the constating documents or by-laws or resolutions of the board of directors or similar governing board (or any committee thereof) or shareholders of any BAM Party taking any action in the Plan of Arrangement;

any material Order;

any Permit held by the Purchaser Party that is necessary to the operation of the respective businesses carried on by the Purchaser Party and its subsidiaries, where such breach, default, conflict or acceleration would have a BAM Material Adverse Effect;

any applicable Law, statute, ordinance, regulation or rule, where such breach, default, conflict or acceleration would have a BAM Material Adverse Effect; or

any other Contract or agreement where such breach, default, conflict or acceleration would have a BAM Material Adverse Effect; or

give rise to any right of termination or acceleration of material indebtedness of BAM and its subsidiaries, or cause any material third party indebtedness of BAM and its subsidiaries to come due before its stated maturity;

BAM is a “reporting issuer” in Canada and is not on the list of reporting issuers in default under applicable Canadian provincial and territorial Securities Laws. The BAM Shares are registered under the Exchange Act. BAM is in compliance with all applicable Securities Laws in all material respects, and no delisting of, suspension of trading in or cease trading order with respect to any securities of BAM and, to the Knowledge of BAM, no inquiry or investigation (formal or informal) of any Securities Authorities, is in effect or ongoing or, to the Knowledge of BAM, threatened;

no Consent from, filing with or notification to, any Governmental Entity, is required to be obtained or made by a Purchaser Party in connection with the execution and delivery of this Agreement by such Purchaser Party or the performance by such Purchaser Party of its respective obligations hereunder, except for: (a) applicable requirements of the Exchange Act and as may be required under applicable state securities or “blue sky” applicable Law of the United States, (b) the filing of the Articles of Arrangement of Purchaser Sub with the Minister of Consumer and Business Services in the Province of Ontario, (c) any filings required in connection with the conditional approval on the TSX of the BAM Shares to be issued as the Consideration pursuant to the Arrangement, (d) any filings required in connection with the listing approval on the NYSE of the BAM Shares to be issued as the Consideration pursuant to the Arrangement, (e) the filing of the Form F-4 or Schedule 13E-3 with the SEC, and (f) any Consents, filings, registrations, or notifications, which if not obtained or made, would, individually or in the aggregate, reasonably be expected to have a BAM Material Adverse Effect;

no shareholder or equityholder vote of any Purchaser Party is required to approve this Agreement or to authorize a Purchaser Party to or to consummate the Plan of Arrangement other than as has already been obtained;

as of the date of this Agreement, there is no shareholder rights plan (or similar plan commonly referred to as a “poison pill”) under which BAM or any of its affiliates (other than BPY) is or may become obligated to sell or otherwise issue any shares in the capital of BAM or any other securities of BAM;

all documents required to have been filed or furnished by BAM or its officers with the Securities Authorities since December 31, 2018 have been so filed or furnished on a timely basis, including any certification or statement required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act (and Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), (ii) Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (iii) any other Securities Laws;

as of the time it was filed with or furnished to the Securities Authorities (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing or, in the case of any BAM Disclosure Document that is a registration statement or prospectus filed pursuant to the requirements of the U.S. Securities Act or applicable Securities Laws, as of the effective date of such BAM Disclosure Document): (A) each BAM Disclosure Document complied in all material respects with the applicable requirements of the U.S. Securities Act, the Exchange Act or Canadian Securities Laws (as the case may be); and (B) no BAM Disclosure Documents contained any Misrepresentation;

BAM maintains a system of:

“internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) and of ICFR (as defined under NI 52-109) designed to provide reasonable assurances regarding the reliability

“disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and DC&P (as defined in NI 52-109) designed to provide reasonable assurance that all material information relating to BAM is made known on a timely basis to the individuals responsible for the preparation of BAM’s filings with the Securities Authorities and other public disclosure documents of BAM, and otherwise ensure that information required to be disclosed by BAM in the reports that it files or submits under and applicable Securities Laws is recorded, processed, summarized and reported within the time periods specified in applicable Securities Laws;

the financial statements (including any related notes) of BAM contained in the BAM Disclosure Documents filed on or after December 31, 2018: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with IFRS applied on a consistent basis throughout the applicable period covered (except (A) as may be indicated therein or in the notes thereto, (B) with respect to unaudited statements, as permitted by the Securities Authorities, and (C) in the case of the unaudited interim financial statements, to normal year-end adjustments and the absence of notes thereto); and (iii) present fairly, in all material respects, the financial condition of BAM and its consolidated subsidiaries as of the respective dates thereof and the results of operations and cash flows of BAM and its subsidiaries for the periods covered thereby;

no Purchaser Party is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among any Purchaser Party, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the U.S. Securities Act)), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, a Purchaser Party in the published financial statements of BAM contained in the BAM Disclosure Documents;

since December 31, 2018, none of the Purchaser Parties, BAM’s independent accountants (to the Knowledge of BAM), or the board of directors or audit committee of the board of directors of any Purchaser Party, or any officer of any Purchaser Party, has received any written notification of any:

“significant deficiency” in the internal controls over financial reporting of any of the Purchaser Parties or “material weakness” in the internal controls over financial reporting of any of the Purchaser Parties, in each case which

fraud, whether or not material, that involves management or other employees of any of the Purchaser Parties who have a significant role in the internal controls over financial reporting of such Purchaser Party;

except in connection with the negotiation, execution and delivery of this Agreement and the consummation of the Arrangement, since December 31, 2018 through the date of this Agreement:

there has not been any BAM Material Adverse Effect, and no event has occurred or circumstance has arisen that, in combination with any other events or circumstances, would, individually or in the aggregate, reasonably be expected to have a BAM Material Adverse Effect; and

no Purchaser Party has taken any action that, if taken after the date hereof without the consent of BPY, would constitute a violation of Section 4.3(b);

except as would not, individually or in the aggregate, reasonably be expected to have a BAM Material Adverse Effect, (a) the Purchaser Parties hold all material Governmental Authorizations necessary to enable the Purchaser Parties to conduct their respective businesses in the manner in which such businesses are currently being conducted, (b) all such Governmental Authorizations are valid and in full force and effect, (c) each Purchaser Party is in compliance with the terms and requirements of such Governmental Authorizations, and (d) since December 31, 2018 through the date hereof, none of the Purchaser Parties has received any written notice from any Governmental Entity regarding: (i) any actual or possible violation of or failure to comply with any term or requirement of any such material Governmental Authorization; or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any such material Governmental Authorization;

the operation of the business of the BAM Parties are and have been, since the later of (x) such entity’s commencement of operations and (y) December 31, 2018, conducted in accordance with all applicable Law of any Governmental Entity having jurisdiction over such entity or its assets, properties and operations (including by filing all reports, registrations and statements in a timely manner, together with any amendments required to be made with respect thereto, that are required to be filed under any applicable Law with any applicable Governmental Entity), except as would not, individually or in the aggregate, reasonably be expected to have a BAM Material Adverse Effect. Since December 31, 2018 through the date hereof, none of the Purchaser Parties has received written notice from a Governmental Entity of any violation (or any investigation with respect thereto) of any applicable Law and neither BAM nor any of its subsidiaries is in default with respect to any Order applicable to any of its assets, properties or

there is no Legal Action pending, or, to the Knowledge of BAM, threatened except as would not, individually or in the aggregate, reasonably be expected to have a BAM Material Adverse Effect. There is no Order of any nature outstanding, or, to the Knowledge of BAM, threatened, against BAM or any of BAM’s subsidiaries (other than BPY and its subsidiaries) that would, individually or in the aggregate, reasonably be expected to have a BAM Material Adverse Effect;

no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from, or to the reimbursement of any of its expenses by, BAM or any of its subsidiaries (except BPY and its subsidiaries) in connection with this Agreement or the Arrangement;

BAM is directly or indirectly the sole holder of all shares in the capital of Purchaser Sub. Since its date of formation, Purchaser Sub has not carried on any business nor conducted any operations other than in connection with the execution of this Agreement, the performance of its obligations hereunder and matters ancillary to the Arrangement;

BAM has or will have at the Effective Date sufficient cash available to enable it to satisfy the aggregate cash (a) consideration payable in accordance with the terms of the Plan of Arrangement, (b) payable pursuant to Section 2.5 and (c) payable in connection with the redemption of the BPYU Preferred Shares in accordance with Section 4.2(l). The Purchaser Parties expressly acknowledge and agree that their obligations under this Agreement are not subject to, or conditioned on, the receipt or availability of any funds or financing;

BAM represents and warrants that, to the Knowledge of BAM, none of the representations and warranties of BPY set forth in Section 3.1 are untrue or incorrect;

The Purchaser Parties acknowledge and agree that, except for the representations and warranties set forth in Section 3.1, no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of BPY to the Purchaser Parties, and BPY hereby disclaims any such representation or warranty, whether by or on behalf of the BPY, and notwithstanding the delivery or disclosure to the Purchaser Parties, or any of their Representatives or other BAM Party, of any documentation or other information by BPY or any of its Representatives or subsidiaries with respect to any one or more of the foregoing; and

The Purchaser Parties also acknowledge and agree that, except for the representations and warranties set forth in Section 3.1, BPY makes no representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future

Survival of Representation and Warranties.

Covenants of the Purchaser Parties Regarding the Arrangement

each Purchaser Party will do all such acts and things as are necessary or desirable, and will reasonably cooperate with BPY, in order to give effect to the Arrangement and, without limiting the foregoing, it will apply for and use its reasonable efforts to obtain such Consents, Orders or approvals as are necessary or desirable for the implementation of the Arrangement;

each Purchaser Party will satisfy or, to the extent not within its control, use all commercially reasonable efforts to satisfy all conditions precedent set forth in Sections 5.1 and 5.3 and comply promptly with all requirements imposed by Law on it with respect to this Agreement;

each Purchaser Party will use its best efforts, upon reasonable consultation with BPY, to oppose, lift or rescind any injunction, restraining or other Order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement;

no Purchaser Party will take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or prohibit any action from being taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement;

each Purchaser Party will vote or cause to be voted all of the BPY Units it holds, or has a control or direction over, in favour of the BPY Resolution, either in person

each Purchaser Party will, to the extent within its power, forthwith carry out the terms of the Interim Order and the Final Order;

each Purchaser Party will use commercially reasonable efforts to effect the Pre-Acquisition Reorganization; and

BAM will (i) obtain the conditional approval of the TSX for the listing and posting for trading on the TSX of the BAM Shares forming part of the Consideration, subject only to satisfaction of the customary listing conditions of the TSX and (ii) list the BAM Shares forming part of the Consideration on the NYSE.

Covenants of BPY Regarding the Arrangement

it will do all such acts and things as are necessary or desirable, and will reasonably cooperate with the Purchaser Parties, in order to give effect to the Arrangement and, without limiting the foregoing, it will apply for and use its reasonable efforts to obtain such Consents, Orders or approvals as are necessary or desirable for the implementation of the Arrangement and will cooperate with and assist the Purchaser Sub in seeking the Interim Order and the Final Order, including by providing to the Purchaser Sub, on a timely basis, any information reasonably required to be supplied to the Purchaser Sub in connection therewith;

it will satisfy or, to the extent not within its control, use all commercially reasonable efforts to satisfy all conditions precedent set forth in Sections 5.1 and 5.2 and comply promptly with all requirements imposed by Law on it with respect to this Agreement;

it will use its best efforts, upon reasonable consultation with BAM, to oppose, lift or rescind any injunction, restraining or other Order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its trustees or officers challenging the Arrangement or this Agreement;

not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or prohibit any action from being taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement;

it will, in a timely and expeditious manner, convene the BPY Unitholders’ Meeting on a date reasonably agreed to by the parties to this Agreement, and conduct the BPY Unitholders’ Meeting in accordance with the Interim Order and the BPY LPA;

to the extent within its power, it will forthwith carry out the terms of the Interim Order and the Final Order;

it will use commercially reasonable efforts to effect the Pre-Acquisition Reorganization;

it will cause New LP to be, as of the Effective Time, validly existing as an exempted limited partnership under the laws of Bermuda with an authorized and issued capital consisting of (i) an unlimited number of limited partnership units, (ii) an unlimited number of general partnership units and (iii) an unlimited number of Preferred Units;

it will (i) obtain the conditional approval of the TSX for the listing and posting for trading on the TSX of the Preferred Units forming part of the Consideration, subject only to satisfaction of the customary listing conditions of the TSX and (ii) list the Preferred Units forming part of the Consideration on Nasdaq;

it will terminate the DRIP effective immediately following the execution of this Agreement;

it will elect to deliver and will deliver to the shareholders of BPYU which hold BPYU Shares at the Effective Time the Consideration specified in Section 3.2(e) of the Plan of Arrangement payable to the BPYU Shareholders in the Arrangement;

after receipt of direction from the Purchaser Parties (to be provided at least 20 Business Days prior to the Effective Date), it will cause BPYU to provide notice of redemption of the BPYU Preferred Shares in accordance with their terms before the Effective Time and redeem the BPYU Preferred Shares as soon as reasonably practicable following the Effective Time; and

it will use reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchange LP Units to participate in the Arrangement in accordance with the Plan of Arrangement and Section 2.4(d) to the same extent and on an economically equivalent basis as BPY Unitholders, without discrimination.

Conduct of Businesses

BPY covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, unless the Purchaser shall otherwise agree (such agreement not to be unreasonably withheld, conditioned or delayed) in writing (to the extent that such consent is permitted by applicable Law), or except as is otherwise expressly permitted or contemplated by this Agreement, or the Plan of Arrangement or as is otherwise required by applicable Law or Governmental Entity, or as required by the terms of any award granted under the BPY and BPYU Equity-Based Award Plans or any existing Contract that is in effect as of the date of this Agreement:

the business of BPY and its subsidiaries shall be conducted only, and BPY and its subsidiaries shall not take any action except, in the Ordinary Course of Business, and BPY shall, and shall cause its subsidiaries and its and their Representatives to, use commercially reasonable efforts to maintain and preserve its and its subsidiaries’ business organization, liquidity, assets, properties, employees, goodwill and business relationships;

BPY shall not, and shall not permit any of its subsidiaries to, directly or indirectly: (i) amend its articles of incorporation, memorandum of association, articles of association or other comparable formation or organizational documents; (ii) issue, grant, sell or cause or, permit a Lien to be created on, or agree to issue, grant, sell or cause or permit a Lien to be created on any partnership units of BPY or its subsidiaries or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, units of BPY or any of its subsidiaries, other than (A) the issuance of BPY Units issuable pursuant to the terms of the outstanding Exchangeable Securities and the outstanding awards granted under the BPY and BPYU Equity-Based Award Plans, and (B) in relation to internal transactions solely involving BPY and its subsidiaries or solely among such subsidiaries; (iii) redeem, purchase or otherwise acquire or subject to a Lien any of its outstanding securities or securities convertible into or exchangeable or exercisable for any such securities, unless otherwise required by the terms of such securities and other than in (A) accordance with the terms of the outstanding Exchangeable Securities and the outstanding awards granted under the BPY and BPYU Equity-Based Award Plans, and (B) transactions between two or more of BPY’s wholly-owned subsidiaries or between BPY and its wholly-owned subsidiary; (iv) amend or modify the terms of any of its securities; (v) adopt a plan of liquidation or resolution providing for the winding-up, liquidation or dissolution of BPY or any of its subsidiaries; (vi) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of the BPY Units or the BPYU Shares; or (vii) authorize or propose any of the foregoing, or enter into, modify or terminate any contract with respect to any of the foregoing, in each case, except as in the Ordinary Course of Business or as would not, or would not reasonably be expected to, have an adverse effect on (x) BPY and its subsidiaries, taken as a whole, or (y) any holder of securities of BPY or its subsidiaries, other than the BAM Parties;

BAM covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, unless BPY shall otherwise agree (such agreement not to be unreasonably withheld, conditioned or delayed) in writing (to the extent that such consent is permitted by applicable Law), or except as is otherwise expressly permitted or contemplated by this Agreement, or the Plan of Arrangement or as is otherwise required by applicable Law or Governmental Entity, or as required by

the business of BAM and its subsidiaries shall be conducted only, and BAM and its subsidiaries shall not take any action except, in the Ordinary Course of Business, and BAM shall, and shall cause its subsidiaries and its and their Representatives to, use commercially reasonable efforts to maintain and preserve its and its subsidiaries’ business organization, liquidity, assets, properties, employees, goodwill and business relationships; and

BAM shall not, directly or indirectly: (i) amend its articles of incorporation, memorandum of association, articles of association or other comparable formation or organizational documents, except in the Ordinary Course of Business and as would not, or would not reasonably be expected to, have an adverse effect on any holder of BAM Shares; (ii) adopt, approve or implement any poison pill or similar rights plan or related agreement that does not provide an exception for any BAM Shares or Preferred Units being issued in connection with the transactions contemplated hereby; (iii) amend or modify the terms of any of its securities except in the Ordinary Course of Business and as would not, or would not reasonably be expected to, have an adverse effect on any holder of BAM Shares; (iv) adopt a plan of liquidation or resolution providing for the winding-up, liquidation or dissolution of the Purchaser Parties; or (v) authorize, agree or propose any of the foregoing, or enter into, modify or terminate any contract with respect to any of the foregoing.

Insurance

BPY and the Purchaser hereby covenant and agree that all rights to indemnification or exculpation in favour of the current and former directors and officers of Brookfield Property Partners Limited (“BPY GP”), BPY and each of BPY’s subsidiaries provided in the current LPA, the articles or by-laws (or the equivalent) of each of BPY GP and BPY’s subsidiaries, or in any agreement, and any directors’ and officers’ insurance now existing in favour of the directors and officers of BPY GP, BPY and each of BPY’s subsidiaries shall survive the completion of the Arrangement (or, with respect to such insurance, be replaced with substantially equivalent rights from another provider of at least equivalent standing to the current provider) and shall continue in full force and effect (either directly or via run-off insurance or insurance provided by an alternative provider of at least equivalent standing to the current provider) for a period of not less than six years from the Effective Date and BPY and the Purchaser Parties hereby undertake to ensure that this covenant shall remain binding upon their successor and assigns, provided that BPY and the Purchaser hereby will not be required to pay an annual premium in excess of 400% of the current annual premium payable in respect of the current directors’ and officers’ insurance in favour of the directors and officers of BPY GP, BPY and each of BPY’s subsidiaries.

The provisions of this Section 4.4 are intended to be for the benefit of, and shall be enforceable by, each insured or indemnified person, his or her heirs and his or her legal representatives, and, for such purpose, BPY hereby confirms that it is acting as agent and trustee on their behalf.

Pre-Acquisition Reorganization

BPY shall, upon the written request of the Purchaser Parties, reasonably cooperate with the Purchaser Parties to perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser Parties may request, acting reasonably, in each case prior to the Effective Time (the “Pre-Acquisition Reorganization”); cooperate with the Purchaser Parties and its advisors to determine the nature of the Pre-Acquisition Reorganization that might be undertaken and the manner in which they would most effectively be undertaken; and prior to the Effective Time and in consultation and cooperation with the Purchaser Parties, use, and cause each of its subsidiaries to use, commercially reasonable efforts to take or cause to be taken all actions necessary, proper or advisable in connection with the matters pertaining to BPY and its subsidiaries described in Section 4.5 of the BPY Disclosure Letter at such time and in such manner as the Purchaser Parties reasonably request; provided that any amendments to such steps, including as contemplated in the footnotes therein, must either be acceptable to both the Purchaser Parties and BPY, acting reasonably, or be treated as a Pre-Acquisition Reorganization for the purposes of this Section 4.5; provided further, however, that (i) such Pre-Acquisition Reorganization does not unreasonably interfere with the ongoing operations of BPY and its subsidiaries, (ii) such Pre-Acquisition Reorganization would not, or would not reasonably be expected to, have an adverse effect on BPY Unitholders, including without limitation, adverse tax consequences to BPY Unitholders, provided that, for the avoidance of doubt, any effect on or tax consequence to BPY Unitholders arising from any matter described in Section 4.5 of the BPY Disclosure Letter (excluding any amendments contemplated by the footnotes therein) shall not be treated as having an adverse effect on or adverse tax consequence to BPY Unitholders, (iii) such Pre-Acquisition Reorganization shall not materially impede or delay, or prevent, the receipt of any regulatory approvals, the satisfaction of any other conditions set forth in Article 5, or the consummation of the transactions contemplated hereby, (iv) such Pre-Acquisition Reorganization does not require BPY to obtain the approval of the BPY Unitholders (other than is obtained by virtue of the approval of the Arrangement) and does not require BPY or any of its subsidiaries to obtain any consent of any third party if obtaining such consent would reasonably be expected to materially impede or delay the consummation of the transactions contemplated hereby, (v) the Purchaser Parties shall pay all direct or indirect costs and liabilities, fees, damages, penalties and Taxes that may be incurred by BPY or its subsidiaries as a consequence of the implementation of or to unwind any such Pre-Acquisition Reorganization if the Arrangement is not completed, including actual out-of-pocket costs and expenses for filing fees and expenses of external counsel and auditors which may be incurred in connection with such Pre-Acquisition Reorganization, (vi) no such Pre-Acquisition

The Purchaser Parties shall provide written notice to BPY of any proposed Pre-Acquisition Reorganization at least twenty (20) days prior to the anticipated Effective Time or such later date as may be agreed to by BPY and the Purchaser Parties. Upon receipt of such notice, the Purchaser Parties and BPY shall, subject in all cases to Section 4.5(a), work co-operatively and use commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do all such other acts and things as are reasonably necessary, including making amendments to this Agreement or the Plan of Arrangement, to give effect to such Pre-Acquisition Reorganization. No Pre-Acquisition Reorganization will be made effective unless (i) it is reasonably certain, after consulting with BPY, that the Arrangement will become effective, (ii) such Pre-Acquisition Reorganization can be reversed or unwound without materially adversely affecting the BPY Unitholders, BPY or any of its subsidiaries in the event the Arrangement does not become effective and this Agreement is terminated (after giving effect to any reimbursement required by to this Section 4.5), or (iii) BPY otherwise consents to such Pre-Acquisition Reorganization, acting reasonably. The obligation of the Purchaser Parties to reimburse BPY for fees and expenses and be responsible for costs as set out in this Section 4.5 will be in addition to any other payment the Purchaser Parties may be obligated to make hereunder and will survive termination of this Agreement. If the Arrangement is not completed for any reason, and without prejudice to any other remedy of the BPY, Purchaser hereby indemnifies and holds harmless BPY and its subsidiaries and their respective Representatives from and against all liabilities, losses, damages, Taxes suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization, or to reverse or unwind any Pre-Acquisition Reorganization.

Public Notices

Participation in Litigation

Prior to the Effective Time, each of the parties shall give prompt notice to the others of any Legal Actions commenced or, to such party’s knowledge, threatened against such party that relate to this Agreement, the Arrangement and the other transactions contemplated hereby.

Each of the parties shall give the others the opportunity to participate in the defense or settlement of any shareholder litigation against itself and/or its directors relating to the transactions contemplated hereby, and no such litigation shall be settled or compromised without the others’ prior written consent, which in the case of BPY shall require the consent of the Special Committee (any such consent not to be unreasonably withheld, conditioned or delayed).

Notification of Certain Matters

Delisting of Stock

Mutual Conditions of the Purchaser Parties and BPY

the BPY Resolution shall have received the Required Vote at the BPY Unitholders’ Meeting in accordance with the Interim Order;

there shall not be in force any Order restraining or enjoining the consummation of the Arrangement nor an action pending to enjoin from a Governmental Entity;

all Consents, Orders, regulations and approvals, including regulatory and judicial approvals and orders, required or necessary for the completion of the Arrangement shall have been obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances, and none of such Consents, Orders, regulations or approvals shall contain terms or conditions that are unsatisfactory or unacceptable to the Purchaser or BPY, each acting reasonably;

the Form F-4 shall have been declared effective by the SEC and under the Securities Act; no stop order suspending the effectiveness of the Form F-4 shall have been issued by the SEC and shall be in effect; and no proceedings for that purpose shall have been initiated by the SEC that have not been withdrawn;

not less than 20 days (or such later date as may be required to comply with Rule 13e-3 under the Exchange Act and all other applicable Laws) shall have elapsed following the date when the Schedule 13E-3 was first mailed to BPY Unitholders;

BPY shall have received the opinion(s) of counsel as contemplated in Section 14.3.4 of the BPY LPA (provided, that the counsel providing such opinion(s) shall be of recognized international standing, and it is agreed that Torys LLP and ▇▇▇▇▇▇▇ (Bermuda) Limited may provide such opinion(s));

the Interim Order shall have been granted in form and substance satisfactory to the Purchaser and BPY, each acting reasonably;

the Final Order shall have been granted in form and substance satisfactory to the Purchaser and BPY, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to such parties on appeal or otherwise; and

the BAM Shares and the Preferred Units shall have been approved for listing on NYSE and Nasdaq, respectively, subject to official notice of issuance and on the TSX, subject to satisfaction of the customary listing conditions.

Additional Conditions Precedent to the Obligations of the Purchaser Parties

all covenants of BPY under this Agreement to be performed on or before the Effective Date shall have been duly performed by BPY in all material respects and BPY shall have provided the Purchaser with a certificate, addressed to the Purchaser and dated as of the Effective Date, signed on behalf of BPY by two of its officers or directors certifying such performance as of the Effective Date;

disregarding any BPY Material Adverse Effect or materiality qualifiers contained therein:

the Non-Core Representations shall be true and correct in all respects as of the Effective Time with the same force and effect as if made on and as of the Effective Date (except (A) to the extent such representations and warranties speak as of an earlier date, the accuracy of which shall be determined as of such earlier date, or (B) as affected by this Agreement), except to the extent that any inaccuracy in any of the Non-Core Representations individually or in the aggregate would not have a BPY Material Adverse Effect;

the Core Representations (other than the representations and warranties in Section 3.1(c)) shall be true and correct in all respects as of the Effective Time with the same force and effect as if made on the Effective Date, and the representations and warranties set forth in Section 3.1(c) shall be true in all respects at and as of the Effective Time as if made at and as of such time, except for any failures to be so true that are de minimis, (except (A) to the extent such representations and warranties speak as of an earlier date, the accuracy of which shall be determined as of such earlier date, or (B) as affected by this Agreement),

between the date hereof up to and including the Effective Date, there shall not have occurred any BPY Material Adverse Effect; and

the holders of not more than 5% of the outstanding BPY Units shall have exercised Dissent Rights with respect to the Arrangement as provided for in the proposed amendments to the LPA described in the BPY Resolution.

Additional Conditions Precedent to the Obligations of BPY

all covenants of each Purchaser Party under this Agreement to be performed on or before the Effective Date shall have been duly performed by each applicable Purchaser Party in all material respects, and each Purchaser Party shall have provided BPY with a certificate, addressed to BPY and dated as of the Effective Date, signed on behalf of each Purchaser Party by two of its officers or directors certifying such performance as of the Effective Date;

(i) the representations and warranties of each Purchaser Party (other than the representations and warranties set forth in Section 3.2(b)) set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects, (ii) all other representations and warranties of each Purchaser Party (other than the representations and warranties set forth in Section 3.2(b)) set forth in this Agreement shall be true and correct in all material respects, in each case as of the Effective Time, with the same force and effect as if made on and as of the Effective Date and (iii) the representations and warranties set forth in Section 3.2(b) shall be true in all respects at and as of the Effective Time as if made at and as of such time, except for any failures to be so true that are de minimis (except (A) to the extent such representations and warranties speak as of an earlier date, the accuracy of which shall be determined as of such earlier date, or (B) as affected by this Agreement), and each Purchaser Party shall have provided BPY with a certificate, addressed to BPY and dated as of the Effective Date, signed on behalf of each Purchaser by two of its officers or directors certifying such accuracy as of the Effective Date; and

between the date hereof up to and including the Effective Date, there shall not have occurred any BAM Material Adverse Effect.

Merger of Conditions

Term

Termination

mutual written agreement of the parties hereto;

any party at any time prior to the Effective Time if:

the Effective Time has not occurred on or prior to the Outside Date, except that the right to terminate this Agreement under this Section 6.2(b)(i) shall not be available to any party if the failure of the Effective Time to occur by such date is the result of the material breach of, or failure to fulfill, any of such party’s obligations under this Agreement;

the Required Vote is not obtained by the conclusion of the BPY Unitholders’ Meeting (including any adjournment or postponement thereof); provided, that the Purchaser Parties shall not have the right to terminate this Agreement pursuant to this Section 6.2(b)(ii) if the failure to obtain the Required Vote is due to the failure of any Purchaser Party or any entity over which it has control or direction to vote in favor of the BPY Resolution; or

after the date hereof, there shall be enacted, issued, promulgated, enforced or made any applicable Law (or any applicable Law shall have been amended) or Order by any Governmental Entity having competent jurisdiction, or if such Governmental Entity shall have taken any other action, in each case, that permanently restrains, enjoins or otherwise prohibits the Arrangement or that prohibits or otherwise restrains BPY and the Purchaser from consummating the Arrangement, and, in the case of an Order, such Order shall have become final and non-appealable; provided, that the right to terminate this Agreement under Section 6.2(b)(iii) shall not be available to a party whose breach of, or failure to fulfill, any of its obligations under this Agreement has been the cause of, or resulted in, the enactment, issuance, promulgation, enforcement or entry of any such Order or other action; or

the Purchaser Parties at any time prior to the Effective Time if:

the Unconflicted Board of Directors or the Special Committee shall have withdrawn, qualified, amended or modified, or proposed publicly to withdraw, qualify, amend or modify, in a manner adverse to the Purchaser, its approval of the Arrangement or its recommendation that the Public Unitholders vote in favour of the BPY Resolution; or

subject to Section 6.3, and provided that (x) the Purchaser Parties are not then in material breach of their obligations under this Agreement and (y) the circumstances giving rise to the Purchaser Parties’ right to terminate pursuant to this Section 6.2(c)(ii) did not result, directly or indirectly, from any action, or inaction, of BAM or any Service Provider (as defined in the MSA) in connection with their roles as a service provider to BPY:

any representation or warranty of BPY under this Agreement is untrue or incorrect, or shall have become untrue or incorrect, in either case such that the condition contained in Section 5.2(b) would be incapable of satisfaction;

BPY is in default of a covenant or obligation hereunder such that the condition contained in Section 5.2(a) would be incapable of satisfaction; or

BPY at any time prior to the Effective Time if, subject to Section 6.3, and provided that BPY is not then in material breach of its obligations under this Agreement:

any representation or warranty of a Purchaser Party under this Agreement is untrue or incorrect, or shall have become untrue or incorrect, in either case such that the condition contained in Section 5.3(b) would be incapable of satisfaction; or

a Purchaser Party is in default of a covenant or obligation hereunder such that the condition contained in Section 5.3(a) would be incapable of satisfaction.

Notice and Cure Provisions

The Purchaser Parties and BPY shall give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would reasonably be expected to:

cause any of the representations or warranties of such party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time in either case such that the condition contained in Section 5.2(b) or Section 5.3(b), as applicable, would be incapable of satisfaction; or

result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such party hereunder prior to the Effective Time.

A Purchaser Party may not exercise its right to terminate this Agreement pursuant to Section 6.2(c)(ii) and BPY may not exercise its right to terminate this Agreement pursuant to Section 6.2(d) unless the party seeking to terminate the Agreement shall have delivered a written notice to the other party or parties specifying in reasonable detail all breaches of covenants, representations and warranties or other matters that the party delivering such notice is asserting as the basis for the termination right. If any such notice is delivered, provided that a party is proceeding diligently to cure such matter and such matter is capable of being cured, no party may exercise such termination right, until the earlier of:

the Outside Date, and

the date that is 30 Business Days following receipt of such notice by the party to whom the notice was delivered, if such matter has not been cured by such date.

Effect of Termination

If this Agreement is terminated in accordance with Section 6.2, this Agreement shall forthwith become void and of no further force or effect and no party shall have any further obligations or liability hereunder except the provisions of Sections 2.4(b), 2.4(e), 2.7, 4.4, 4.5, 7.2, 7.4, 7.5, 7.7, 7.8, 7.9, 7.10, 7.11 and this Section 6.4 shall remain in full force and effect and shall survive any such termination and as otherwise expressly contemplated hereby. Nothing in this Section 6.4 shall relieve any party of liability for any breach of this Agreement prior to its termination.

If any party terminates this Agreement pursuant to Section 6.2(b)(i) or 6.2(b)(ii), or BPY terminates this Agreement pursuant to Sections 6.2(d), then BAM shall, within two (2) Business Days of termination of this Agreement by BPY, pay the reasonable expenses of BPY, including the expenses of the Special Committee, incurred in connection with the examination, negotiation or otherwise relating to the Arrangement and the other transactions contemplated by this Agreement, not to exceed $50 million (“Expense Reimbursement”). The Expense Reimbursement

Amendment

Notices

if to the Purchaser Parties:

if to BPY:

Time of the Essence

No Third Party Beneficiaries

Expenses

Injunctive Relief

Severability

Entire Agreement

Governing Law

Waiver

Enurement and Assignment

Counterparts and Telecopies

Directions of the Special Committee

IT RESOLVED THAT:

Amendments to Article 1

Section 1.1 is hereby amended by adding the following definitions:

“Amendment Effective Time” means the time that the Seventh Amendment to the Second Amended and Restated Limited Partnership Agreement of the Partnership dated as of ∎, 2021 becomes effective pursuant to Section 3.1(f) of the Plan of Arrangement;

“Arrangement” means the arrangement of Purchaser Sub under Section 182 of the Business Corporations Act (Ontario) (and the regulations made thereunder) in accordance with the terms and subject to the conditions set out in the Plan of Arrangement;

“Arrangement Agreement” means the arrangement agreement dated March 31, 2021 between Brookfield, Purchaser Sub and the Partnership with respect to the Arrangement, as may be amended from time to time in accordance with its terms;

“Arrangement Year” has the meaning assigned to such term in Section 4.4.4;

“BAM Share” means a class A limited voting share in the capital of Brookfield;

“BAM Share Amount” means $45.67, being the closing price of one BAM Share on the New York Stock Exchange on March 26, 2021;

“BAM Share Consideration” means 0.3979 of a BAM Share for each Equity Unit, subject to adjustment in accordance with Section 3.7(a) of the Plan of Arrangement;

“Call Right” has the meaning assigned to such term in Section 7.5.1;

“Cash Consideration” means $18.17 for each Equity Unit;

“Circular” means the notice and management information circular dated ∎, 2021 mailed to Equity Unitholders in connection with the Meeting and includes the letters of transmittal, form of proxy and any other documents which were mailed that are supplementary to the Circular;

“Depositary” means AST Trust Company (Canada);

“Effective Date” has the meaning assigned to such term in the Arrangement Agreement;

“Equity Unitholder” means a registered or beneficial holder of an Equity Unit;

“Meeting” means such meeting or meetings of Equity Unitholders, including any adjournment or postponement thereof, convened to consider, and if deemed advisable approve, the Resolution;

“New LP” means a Bermuda exempted limited partnership to be formed prior to the Effective Date, the general partner of which will be the Property Partnership;

“New Preferred Unit” means the Class A Cumulative Redeemable Perpetual Preferred Units, Series 1 of New LP;

“New Preferred Unit Amount” means $25.00, being the issue price of each New Preferred Unit;

“New Preferred Unit Consideration” means 0.7268 of a New Preferred Unit for each Equity Unit;

“Notional Year” has the meaning assigned to such term in Section 4.4.4;

“Plan of Arrangement” means the plan of arrangement in substantially the form of Schedule B of the Circular subject to any amendments, modifications or supplements made thereto in accordance with the Arrangement Agreement and Section 6.1 of the Plan of Arrangement or made at the discretion of the Ontario

“Public Unitholder” means a holder of Public Units;

“Public Units” means the Equity Units that are issued and outstanding (except for those Equity Units held by Brookfield and any of its subsidiaries) at the Amendment Effective Time;

“Purchaser Sub” means BPY Arrangement Corporation;

“Resolution” means the resolution of the Equity Unitholders adopted at the Meeting approving the Transaction;

“Transaction” means the acquisition, directly and/or indirectly, by Brookfield and Purchaser Sub of all of the issued and outstanding Equity Units to be implemented pursuant to the Plan of Arrangement and in accordance with the Arrangement Agreement.

Section 1.1.2 is hereby deleted in its entirety and replaced with the following:

Amendment to Section 1.7

Amendments to Article 4

Section 4.4.3 is hereby deleted in its entirety and replaced with the following:

Notwithstanding Section 4.4.2, if Sections 4.4.3.1, 4.4.3.2, 4.4.3.3 and 4.4.3.4 are all true in a given fiscal year of the Partnership, the Income for Canadian Tax Purposes will be allocated in the manner described below.

The Partnership or an Affiliate of the Partnership acquires, buys, buys back or otherwise purchases Equity Units in connection with an offer or program by the Partnership or the Affiliate to acquire, buy, buy back, or otherwise purchase Equity Units (other than by way of a normal course issuer bid or other open market purchase), or the Partnership redeems, buys back or otherwise purchases Equity Units including Equity Units acquired from any dissenting Public Unitholder pursuant to Section 7.6, or an Affiliate of the Partnership purchases Equity Units pursuant to an overriding call right triggered by the exercise by the Partnership of such redemption right;

The money or property that is used by the Partnership, the Affiliate or the Subsidiary to acquire, buy, buy back, redeem or otherwise purchase Equity Units in the manner described in Section 4.4.3.1 is derived exclusively in whole or in part, directly or indirectly, from money or property that is received by the Partnership from the Property Partnership as consideration for the purchase for

The Partnership has Income for Canadian Tax Purposes (in other words, the Partnership does not have a Loss for Canadian Tax Purposes); and

The Income for Canadian Tax Purposes includes positive amounts each of which is an amount that is derived from capital gains (for Canadian Tax Purposes) realized by the Partnership by reason of the purchase for cancellation by the Property Partnership of Managing General Partner Units owned by the Partnership.

The following provision is hereby added to Article 4:

For purposes of Section 4.4.2 and Section 4.4.3, in computing the Partnership’s Income for Canadian Tax Purposes for the fiscal year of the Partnership that includes the Arrangement (the “Arrangement Year”), the Partnership shall be considered to have a had a fiscal year (the “Notional Year”) commencing on January 1, 2021 and ending immediately following the completion of the Arrangement steps occurring on the Arrangement Date. The Partnership shall determine its net income or net loss for the Notional Year on a “closing of the books” basis reasonably and in good faith, as would be determined without reference to this section, provided, however, that any gain or income from a disposition of property occurring after the end of the Notional Year shall not be allocated to the Notional Year; and any transaction expenses incurred by the Partnership in the Notional Year shall be allocated to and, to the extent permitted by the Income Tax Act, deducted in computing the income of the Partnership in the Notional Year. For greater certainty, the balance (if any) of the Income for Canadian Tax Purposes after allocating the Special Income Allocation Amount to the Limited Partners whose Equity Units are acquired, bought, bought back, redeemed or otherwise purchased in the manner described in Section 4.4.3.1 using money or property derived in the manner described in Section 4.4.3.2 by the Partnership, the Affiliate or the Subsidiary, for the Arrangement Year will be allocated to all Partners for the Notional Year in accordance with Section 4.4.2. and the Income for Canadian Tax Purposes (if any) for the balance of the Arrangement Year and any subsequent fiscal year will not be allocated to the Public Unitholders in respect of the Public Units. Absent any assessment in respect of taxes, the Partnership shall not amend any allocation of Income for Canadian Tax Purposes or Loss for Canadian Tax Purposes to Limited Partners in respect of the Arrangement Year or any previous fiscal year.

Amendment to Article 7

Redemption by the Partnership

Subject to any applicable Laws and the due exercise of the Call Right pursuant to Section 7.5, the Partnership will have the right, on the Effective Date, to redeem all, but not less than all, of the then outstanding Public Units for an amount per unit equal to the Cash Consideration.

If the Partnership exercises its right to redeem Public Units under this Section 7.4, and, subject to the exercise of the Call Right, the Partnership will cause to be delivered to the Public Unitholders the Cash Consideration for each Public Unit so redeemed upon presentation and surrender at the registered office of the Partnership or at any office of the Depositary as may be specified by the Partnership in the

If the aggregate cash amount which a Public Unitholder is entitled to receive pursuant to this Section 7.4 would otherwise include a fraction of $0.01, then the aggregate cash amount to which such Public Unitholder shall be entitled to receive shall be rounded up to the nearest whole $0.01.

Call Right

Subject to the limitations set forth in Section 7.5.2, Purchaser Sub will have the overriding right (the “Call Right”), notwithstanding the right of the Partnership to redeem the Public Units pursuant to Section 7.4 hereof, to purchase (on the Effective Date) Public Units in respect of which an election, or deemed election, including as a result of proration, has been made to receive the BAM Share Consideration and/or the New Preferred Unit Consideration in accordance with the Plan of Arrangement on payment by the Purchaser Sub of the BAM Share Consideration and/or the New Preferred Unit Consideration, as applicable, for each such Public Unit. In the event of the exercise by Purchaser Sub of its Call Right, each Public Unitholder will be obligated to sell all the Public Units which are subject to the Call Right held by such Public Unitholder to Purchaser Sub on the Effective Date on payment by, or on behalf of Purchaser Sub, to such Public Unitholder of the BAM Share Consideration and/or New Preferred Unit Share Consideration, as applicable, for each such Public Unit.

Purchaser Sub must provide notice of its intention to exercise its Call Right on or before 3:01 a.m. (Toronto time) on the Effective Date. If Purchaser Sub duly exercises its Call Right in accordance with this Section 7.5, the right of the Partnership to redeem those Public Units which are subject to the Call Right pursuant to Section 7.4 on the Effective Date will terminate at such time and, on the Effective Date, Purchaser Sub will purchase and the Public Unitholders of such

For the purposes of completing a purchase of the Public Units pursuant to the exercise of the Call Right, Purchaser Sub will deposit or cause to be deposited with the Depositary, on or before the Effective Date, the aggregate BAM Share Consideration and New Preferred Unit Consideration deliverable by Purchaser Sub pursuant to Section 7.5.1. Provided that the aggregate BAM Share Consideration and New Preferred Unit Consideration have been so deposited with the Depositary, on and after the Effective Date, the Public Unitholders who elected, or were deemed to have elected, including pursuant to proration, to receive the BAM Consideration and/or the New Preferred Unit Consideration in respect of some or all of their Public Units will cease to be Unitholders of such Public Units and will not be entitled to exercise any of the rights of Public Unitholders in respect thereof other than the right to receive such Public Unitholder’s portion of the aggregate BAM Share Consideration and New Preferred Unit Consideration, without interest to which such Unitholder is entitled pursuant to such elections or deemed elections, payable by Purchaser Sub upon presentation and surrender by such Public Unitholder of certificates (if any) representing the Public Units held by such Public Unitholder in accordance with the following provisions and such Public Unitholder will on and after the last Business Day prior to such Effective Date be considered and deemed for all purposes to be holders of the securities delivered to them as part of the BAM Share Consideration and/or New Preferred Unit Consideration which such Public Unitholder is entitled. Upon surrender to the Depositary of a certificate (if any) representing Public Units, together with such other documents and instruments as may be required to effect a transfer of Public Units under the Limited Partnership Act, the Partnership Agreement and such additional documents and instruments as the Depositary and the Partnership may reasonably require, the Public Unitholder of such surrendered certificate will be entitled to receive in exchange therefor, and the Depositary on behalf of Purchaser Sub will deliver to such Public Unitholder, the BAM Share Consideration and/or the New Preferred Unit Consideration. If Purchaser Sub does not exercise the Call Right in the manner described above, on the Effective Date a Public Unitholder will be entitled to receive in exchange therefor the Cash Consideration otherwise payable by the Partnership in connection with the redemption of the Public Units pursuant to Section 7.4 hereof.

For greater certainty, Purchaser Sub, New LP and/or their respective Affiliates may undertake such transactions as may be necessary or desirable in order to deliver, or cause to be delivered, all or a portion of BAM Shares or New Preferred Units to Public Unitholders in accordance with Section 7.5.3, provided such transactions are not prejudicial to the rights or interests of any Public Unitholder.

Each Public Unitholder, by virtue of becoming and being such a Public Unitholder, will be deemed to acknowledge the Call Right in favour of Purchaser Sub and the overriding nature thereof and to be bound thereby in favour of Purchaser Sub as herein provided.

Where the aggregate number of BAM Shares to be delivered to a Public Unitholder pursuant to this Section 7.5 would result in a fraction of a BAM Share being issuable, then the number of BAM Shares to be delivered to such Public Unitholder shall be rounded down to the closest whole number and, in lieu of the issuance of a fractional BAM Share thereof, such Public Unitholder will receive a cash payment in U.S. dollars (rounded down to the nearest cent) equal to such Public Unitholder’s pro rata portion of the net proceeds after expenses received by the Depositary upon the sale of whole shares representing an accumulation of all fractional interests in BAM Shares to which all such Public Unitholders would otherwise be entitled. The Depositary will sell such BAM Shares by private sale (including by way sale through the facilities of any stock exchange upon which the BAM Shares are then listed) as soon as reasonably practicable following the Effective Date. The aggregate net proceeds after expenses of such sale will be distributed by the Depositary, pro rata in relation to the respective fractions, among Public Unitholders otherwise entitled to receive fractional interests in BAM Shares.

Where the aggregate number of New Preferred Units to be delivered to a Public Unitholder pursuant to this Section 7.5 would result in a fraction of a New Preferred Unit being issuable, then the number of New Preferred Units to be delivered to such Public Unitholder shall be rounded down to the closest whole number and, in lieu of the issuance of a fractional New Preferred Unit thereof, such Public Unitholder will receive a cash payment in U.S. dollars (rounded down to the nearest cent) determined on the basis of an amount equal to (i) the New Preferred Unit Amount multiplied by (ii) the fractional New Preferred Unit amount.

On or before 3:01 a.m. (Toronto time) on the Effective Date, Purchaser Sub may assign, in whole or in part, its Call Right to one or more of its Affiliates, in which case this Section 7.5 shall apply to such Affiliate(s) mutatis mutandis; provided that any such assignment shall not relieve Purchaser Sub of any of its obligations hereunder, and provided further that if such assignment takes place, Purchaser Sub shall continue to be fully liable as primary obligor, on a joint and several basis with any such Affiliate, for any default in performance by the assignee of Purchaser Sub’s obligations hereunder. For greater certainty, the transfer of Public Units of the Partnership as described in Section 3.1(d) of the Plan of Arrangement shall take place pursuant to the Plan of Arrangement and not in connection with the Call Right by an Affiliate of Purchaser Sub.

Dissent Rights

Subject to this Section 7.6, any Public Unitholder may dissent in respect of the Transaction.

In addition to any other right the Public Unitholder may have, a Public Unitholder who complies with this Section 7.6 is entitled, after the Transaction is completed, to be paid by the Partnership the fair value of the Public Units held by the Public Unitholder, determined as of the close of business on the day before the Resolution was adopted.

A dissenting Public Unitholder may only claim under this Section 7.6 with respect to all of the Public Units held by the Public Unitholder and registered in the name of the dissenting Public Unitholder at the record date set by the Partnership in respect of the Meeting.

A dissenting Public Unitholder shall send to the Partnership, at least two days prior to the Meeting, a written objection to the Resolution, unless the Partnership did not give notice to the Public Unitholder of the purpose of the Meeting and of the Public Unitholder’s right to dissent.

The Partnership shall, within ten days after the Public Unitholders adopt the Resolution, send to each Public Unitholder who has filed the objection referred to in Section 7.6.4 notice that the Resolution has been adopted, but such notice is not required to be sent to any Public Unitholder who voted for or abstained from voting for the Resolution or who has withdrawn its objection (and, for greater certainty, a Public Unitholder who voted for or abstained from voting for the Resolution or who has withdrawn its objection will not be considered a dissenting Public Unitholder).

A dissenting Public Unitholder entitled to receive notice under Section 7.6.5 shall, within twenty days after receiving such notice, or, if the dissenting Public Unitholder does not receive such notice, within twenty days after learning that the Resolution has been adopted, send to the Partnership a written notice containing:

the dissenting Public Unitholder’s name and address;

the number of Public Units in respect of which the dissenting Public Unitholder dissents; and

a demand for payment of the fair value of such Public Units.

Not later than the thirtieth day after the sending of a notice under Section 7.6.6, a dissenting Public Unitholder shall send the certificates representing the Public Units held by the Public Unitholder to the Partnership or its transfer agent.

A dissenting Public Unitholder who fails to comply with Section 7.6.7 has no right to make a claim under this Section 7.6.

The Partnership or its transfer agent shall endorse on any certificate received under Section 7.6.7 a notice that the Public Unitholder is a dissenting Public Unitholder under this Section 7.6 and shall return forthwith the certificates to the dissenting Public Unitholder.

On sending a notice under Section 7.6.6, a dissenting Public Unitholder ceases to have any rights as a Public Unitholder other than the right to be paid the fair value of the Public Units as determined under this Section 7.6 except where:

the dissenting Public Unitholder withdraws the notice before the Partnership makes an offer under Section 7.6.11;

the Partnership fails to make an offer in accordance with Section 7.6.11 and the dissenting Public Unitholder withdraws the notice; or

the Arrangement Agreement is terminated,

The Partnership shall, not later than seven days after the later of the day on which the action approved by the Resolution is effective or the day the Partnership received the notice referred to in Section 7.6.6, send to each dissenting Public Unitholder who has sent such notice a written offer to pay for the dissenting Public Unitholder’s Public Units in an amount considered by the board of directors of the General Partner to be the fair value, accompanied by a statement showing how the fair value was determined.

Every offer made under Section 7.6.11 for Public Units shall be on the same terms.

The Partnership shall pay for the Public Units of a dissenting Public Unitholder within 10 days after an offer made under Section 7.6.11 has been accepted, but any such offer lapses if the Partnership does not receive an acceptance thereof within 30 days after the offer has been made.

Where the Partnership fails to make an offer under Section 7.6.11, or if a dissenting Public Unitholder fails to accept an offer, the Partnership may, within 50 days after the action approved by the Resolution is effective or within such further period as a court may allow, apply to a court to fix a fair value for the Public Units of any dissenting Public Unitholder.

If the Partnership fails to apply to a court under Section 7.6.14, a dissenting Public Unitholder may apply to a court for the same purpose within a further period of 20 days or within such further period as a court may allow.

The court where an application under Sections 7.6.14 or 7.6.15 may be made is the Ontario Superior Court of Justice (Commercial List).

A dissenting Public Unitholder is not required to give security for costs in an application made under Sections 7.6.14 or 7.6.15.

On an application under Sections 7.6.14 or 7.6.15:

all dissenting Public Unitholders whose Public Units have not been purchased by the Partnership shall be joined as parties and bound by the decision of the court; and

the Partnership shall notify each affected dissenting Public Unitholder of the date, place and consequences of the application and of the dissenting Public Unitholder’s right to appear and be heard in person or by counsel.

On an application to a court under Sections 7.6.14 or 7.6.15, the court may determine whether any other person is a dissenting Public Unitholder who should be joined as a party, and the court shall then fix a fair value for the Public Units of all dissenting Public Unitholders.

A court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the Public Units of the dissenting Public Unitholders.

The final order of a court in the proceedings commenced by an application under Sections 7.6.14 or 7.6.15 shall be rendered against the Partnership in favour of each dissenting Public Unitholder and for the amount of the Public Units as fixed by the court.

If Section 7.6.24 applies, the Partnership shall, within ten days after the pronouncement of an order under Section 7.6.21, notify each dissenting Public Unitholder that it is unable lawfully to pay dissenting Public Unitholders for their Public Units.

If Section 7.6.24 applies, a dissenting Public Unitholder, by written notice delivered to the Partnership within thirty days after receiving a notice under Section 7.6.22, may

withdraw their notice of dissent, in which case the Partnership is deemed to consent to the withdrawal and the Public Unitholder is reinstated to their full rights as a Public Unitholder; or

retain a status as a claimant against the Partnership, to be paid as soon as the Partnership is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the Partnership but in priority to its Unitholders.

The Partnership shall not make a payment to a dissenting Public Unitholder under this section if there are reasonable grounds for believing that

the Partnership is or would after the payment be unable to pay its liabilities as they become due; or

the realizable value of the Partnership’s assets would thereby be less than the aggregate of its liabilities.

The provisions of Section 9.5 shall apply mutatis mutandis to any payment to a Public Unitholder under this Section 7.6.

Effective Date

Governing Law

General

Except as modified herein, all terms and conditions of the Agreement shall remain in full force and effect.

This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall be construed together as one agreement.

Definitions.

for a BPYU Stockholder that is entitled to receive BAM Shares in respect of some or all of its BPYU Shares, Holding LP for such number of BPYU Shares that are transferred in exchange for BAM Shares as described this Plan of Arrangement;

for a Public Holder, other than a BPYU Stockholder described in (a), that has elected or is deemed to have elected to receive BAM Shares in respect of some or all of its Acquired Units, BAM for such number of Acquired Units that are transferred in exchange for BAM Shares under this Plan of Arrangement;

for a Public Holder that has elected or is deemed to have elected to receive New Preferred Units in respect of some or all of its Acquired Units, Purchaser Sub for such number of Acquired Units that are transferred in exchange for New Preferred Units under this Plan of Arrangement;

for a BPYU Stockholder or an Exchange LP Unitholder that is entitled to receive cash in respect of some or all of its BPYU Shares or Exchange LP Units, as applicable, Holding LP for such number of BPYU Shares or Exchange LP Units that are transferred in exchange for cash under this Plan of Arrangement;

for a Public Holder of BPY Units that is entitled to receive cash in respect of some or all of its BPY Units, BPY for such number of BPY Units that are redeemed in exchange for cash under this Plan of Arrangement; and

for a BAM Holder, BAM Exchange LP;

if the Total Public Elected Cash Consideration is less than the Total Public Cash Consideration, the Cash Consideration;

if the Total Elected Public BAM Share Consideration is less than the Total Public BAM Share Consideration, the BAM Share Consideration; and/or

if the Total Public Elected New Preferred Unit Consideration is less than the Threshold Public New Preferred Unit Consideration, the New Preferred Unit Consideration.

Certain Rules of Interpretation

Calculation of Time. Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends.

Business Days. Whenever any action to be taken or payment to be made pursuant to this Agreement would otherwise be required to be made on a day that is not a business day, such action shall be taken or such payment shall be made on the first business day following such day.

Headings. The descriptive headings preceding Articles and Sections of this Agreement are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Articles or Sections. The division of this Agreement into Articles, Sections and subsections and the insertion of a table of contents shall not affect the interpretation of this Agreement.

Including. Where the word “including” or “includes” is used in this Agreement, it means “including without limitation” or “includes without limitation”.

Statutory References. Any reference to a statute shall mean the statute in force as at the date of this Agreement (together with all rules, regulations and published policies, as applicable, made thereunder), as the same may be amended, re-enacted, consolidated or replaced from time to time, and any successor statute thereto, unless otherwise expressly provided.

Currency. All references to “$” mean United States dollars.

Number and Gender. In this Agreement, unless the contrary intention appears, words importing the singular include the plural and vice versa; words importing gender shall include all genders; and words importing persons shall include a natural person, firm, trust, partnership, association, corporation, joint venture or Governmental Entity (including any governmental agency, political subdivision or instrumentality thereof).

Arrangement Agreement

Binding Effect

Arrangement

simultaneously:

each BPY Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, notwithstanding the terms of the BPY Stock Option Plans or any applicable grant agreement in relation thereto, be surrendered by the holder thereof to BPY in exchange for, subject to Section 5.4, a cash payment from BPY equal to the amount (if any) by which the Cash Consideration exceeds the exercise price of such BPY Option, multiplied by the number of BPY Units subject to such BPY Option, and each such BPY Option shall immediately be cancelled and terminated and, for greater certainty, where such amount is zero or negative, such BPY Option shall be cancelled without any consideration, and none of BPY, BAM or Purchaser Sub shall be obligated to pay the holder of such BPY Option any amount in respect of such BPY Option; and

each Tracking Share Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, notwithstanding the terms of the Tracking Share Option Plan or any applicable grant agreement in relation thereto, be surrendered by the holder thereof to BPO ETS in exchange for, subject to Section 5.4, a cash payment from BPO ETS equal to the amount (if any) by which the Cash Consideration exceeds the exercise price of such Tracking Share Option, multiplied by the number of Tracking Shares subject to such Tracking Share Option, and each such Tracking Share Option shall immediately be cancelled and terminated and, for greater certainty, where such amount is zero or negative, such Tracking Share Option shall be cancelled without any consideration, and none of BPO ETS, BPY, BAM or Purchaser Sub shall be obligated to pay the holder of such Tracking Share Option any amount in respect of such Tracking Share Option,

the DSUs outstanding immediately prior to the Effective Time shall be continued on the same terms and conditions as were applicable immediately prior to the Effective Time, except that, the terms of such DSUs shall be amended so as to substitute BAM Shares for the Tracking Shares or BPY Units, as applicable, subject to such DSUs and the number of DSUs held by each participant under the DSU Plans as of the Effective Time shall be amended to be equal to (i) the number of DSUs held by the participant immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio;

BAM will purchase each unvested Restricted BPY Unit and each Restricted Canadian BPY Unit and, each such Restricted BPY Unit shall be deemed to be transferred by the holder thereof to BAM in exchange for the BAM Share Consideration, and the name of such holder shall be removed from the register of holders of BPY Units in respect of such BPY Units and BAM shall be recorded as the registered holder of the BPY Units so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances, and such BAM Shares shall be subject to the same transfer restrictions, vesting, forfeiture and other terms and conditions as were applicable to the Restricted BPY Units immediately prior to the Effective Time;

BAM will purchase each BPY Unit in respect of which a valid election has been made pursuant to Section 3.2(b) by an Eligible Canadian Holder and, subject to proration in accordance with Section 3.3, each such BPY Unit shall be deemed to be transferred by such Eligible Canadian Holder to BAM in exchange for the BAM Share Consideration, and the name of such Eligible Canadian Holder shall be removed from the register of holders of BPY Units in respect of such BPY Units and BAM shall be recorded as the registered holder of the BPY Units so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances;

the Applicable Acquiror will purchase each BPY Unit held by a BAM Holder, other than those BPY Units transferred pursuant to Section 3.1(c) and 3.1(d), and each such BPY Unit shall be deemed to be transferred by such holder to the Applicable Acquiror in exchange for the Cash Consideration, the New Preferred Unit Consideration or the BAM Exchange LP Consideration (in each case as deemed to be elected pursuant to Section 3.2 and subject, in each case, to proration in

the BPY LPA Amendment will become effective and binding on the parties thereto;

Purchaser Sub will make a loan to Brookfield BPY Holdings Inc. in the principal amount equal to the Total Public New Preferred Unit Amount, which will be evidenced by the issuance of Note A;

Brookfield BPY Holdings Inc. and/or one or more other subsidiaries of BPY, as set forth in the Pre-Closing Notice, will transfer an aggregate cash amount equal to the Total Public New Preferred Unit Amount to Holding LP to repay the intercompany obligations owing to Holding LP set forth in the Pre-Closing Notice;

Holding LP will purchase from BPY and cancel such number of managing general partner units of Holding LP as is equal to the Total BPY Unit Redemption Amount divided by the Cash Consideration, in exchange for the payment of a cash amount equal to the Total BPY Redemption Amount to BPY;

Purchaser Sub will transfer Note A to New LP and, as payment therefor, New LP will issue a number of New Preferred Units equal to the Total Public New Preferred Units to Purchaser Sub;

concurrently with the transfer and issuance in Section 3.1(j), Holding LP will transfer the receivables set forth in the Pre-Closing Notice to New LP and, as payment therefor, New LP will issue to Holding LP such number of general partner units of New LP as set out in the Pre-Closing Notice;

BAM will issue such number of BAM Shares equal to the BAM Shares Payable to BPYU Stockholders to Holding LP and, as payment therefor, Holding LP will issue to BAM the number of redemption-exchange units of Holding LP equal to the number of BAM Shares Payable to BPYU Stockholders divided by the Exchange Ratio;

each outstanding BPY Unit held by a Dissenting Unitholder shall be deemed to be transferred by the holder thereof to BPY without any further act or formality on its part, and, in consideration therefor, BPY shall be deemed to have issued to the Dissenting Unitholder a debt-claim to be paid the aggregate fair value of those BPY Units in accordance with Article 4 hereof and, in respect of the BPY Units so deemed to be transferred: (i) the Dissenting Unitholder shall cease to be a holder of such BPY Units, (ii) the name of such holder shall be removed from the register of holders of BPY Units, (iii) the Dissenting Unitholder shall have been deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such units to BPY; and (iv)

each Exchange LP Unit in respect of which a duly completed Letter of Transmittal and Election Form was submitted in accordance with Section 3.2(c) shall be deemed to be transferred by the holder thereof to the Applicable Acquiror in exchange for the Cash Consideration, the BAM Share Consideration or the New Preferred Unit Consideration (subject, in each case, to proration in accordance with Section 3.3) and the name of such holder shall be removed from the register of holders of Exchange LP Units, and Applicable Acquiror shall be recorded as the registered holder of the Exchange LP Units so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances;

pursuant to and in accordance with Exchange LP’s exercise of its redemption right under Section 7.1 of the Exchange LP Unit Provisions and BPY’s notice of intention to exercise its overriding call right under Section 7.2 of the Exchange LP Unit Provisions, each dated as of {date of circular for BPY Unitholders’ Meeting}, BPY will purchase each Exchange LP Unit outstanding after giving effect to Section 3.1(n) in exchange for the Exchange LP Unit Redemption Consideration, and the name of the holder of such Exchange LP Units shall be removed from the register of holders of Exchange LP Units, and BPY shall be recorded as the registered holder of the Exchange LP Units so purchased and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances;

Purchaser Sub will assign, in part, its overriding call right pursuant to Section 7.5 of the BPY LPA to BAM in respect of such number of BPY Units to be transferred to BAM in exchange for the BAM Share Consideration pursuant to Section 3.1(r)(i);

BPY shall provide notice of redemption for all of the BPY Units, other than those BPY Units transferred pursuant to Sections 3.1(c), 3.1(d) and 3.1(e), pursuant to Section 7.4 of the BPY LPA;

immediately prior to such redemption taking effect:

BAM will exercise its overriding call right pursuant to Section 7.5 of the BPY LPA to purchase each BPY Unit, other than those BPY Units transferred pursuant to Sections 3.1(c), 3.1(d) and 3.1(e), in respect of which its holder has made an election or is deemed to have made an election to receive the BAM Share Consideration pursuant to Section 3.2 and, subject to proration in accordance with Section 3.3, each such BPY Unit shall be transferred by the holder thereof to BAM in accordance with such election or deemed election in exchange for the BAM Share Consideration, and the name of the holder of such BPY Units shall be removed from the register of holders of BPY Units, and BAM shall be recorded as the registered

Purchaser Sub will exercise its overriding call right pursuant to Section 7.5 of the BPY LPA to purchase each BPY Unit, other than those BPY Units transferred pursuant to Sections 3.1(c) and 3.1(e), in respect of which its holder has made an election or is deemed to have made an election to receive the New Preferred Unit Consideration pursuant to Section 3.2 and, subject to proration in accordance with Section 3.3, each such BPY Unit shall be transferred by the holder thereof to Purchaser Sub in accordance with such election or deemed election in exchange for the New Preferred Unit Consideration, and the name of the holder of such BPY Units shall be removed from the register of holders of BPY Units, and Purchaser Sub shall be recorded as the registered holder of the BPY Units so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances;

each BPY Unit held by a Unitholder, other than those BPY Units transferred pursuant to Sections 3.1(c), 3.1(d), 3.1(e), 3.1(m), 3.1(r)(i) and 3.1(r)(ii), shall be redeemed by BPY and cancelled, without any further act or formality on its part, in exchange for the Cash Consideration and the name of the holder of such BPY Unit shall be removed from the register of holders of BPY Units; and

in accordance with Section C(3)(h) of the BPYU Certificate of Incorporation and pursuant to BPY’s notice of election to deliver the “BPY Units Amount” (as defined in the BPYU Certificate of Incorporation) dated shortly after the date of the Arrangement Agreement, each BPYU Share held by a BPYU Stockholder shall be exchanged for the Default Consideration, subject to proration in accordance with Section 3.3, and the name of such holder shall be removed from the register of holders of BPYU Shares, and the Applicable Acquiror shall be recorded as the registered holder of the BPYU Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances.

Elections

each holder of BPY Units and Exchange LP Units (other than Dissenting Unitholders, holders of unvested Restricted BPY Units and Restricted Canadian BPY Units, and BAM Holders) may elect to receive from the Applicable Acquirors, in respect of each BPY Unit or Exchange LP Unit held:

the BAM Share Consideration;

the New Preferred Unit Consideration; or

the Cash Consideration;

any BPY Unitholder that is an Eligible Canadian Holder and has elected to receive the BAM Share Consideration pursuant to Section 3.2(a)(i) in respect of some or all of its BPY Units may further elect to have all of such BPY Units transferred to BAM in exchange for such BAM Share Consideration prior to the BPY LPA Amendment becoming effective hereunder;

the elections provided for in Sections 3.2(a) and 3.2(b) shall be made by each BPY Unitholder and Exchange LP Unitholder by depositing with the Depositary, prior to the Election Deadline, a duly completed Letter of Transmittal and Election Form indicating such holder’s election(s), together with any certificates representing the holder’s BPY Units and/or Exchange LP Units;

any Letter of Transmittal and Election Form, once deposited with the Depositary, shall be irrevocable and may not be withdrawn by a BPY Unitholder or an Exchange LP Unitholder;

the following Persons shall be deemed to have elected to receive, subject to Section 3.3, the Cash Consideration as to 50.4678% of such holder’s Acquired Units, the BAM Share Consideration as to 41.8104% of such holder’s Acquired Units, and the New Preferred Unit Consideration as to 7.7218% of such holder’s Acquired Units (the “Default Consideration”):

any BPY Unitholder (other than a holder of unvested Restricted BPY Units or Restricted Canadian BPY Units, or a BAM Holder) who does not deposit with the Depositary a duly completed Letter of Transmittal and Election Form prior to the Election Deadline, or otherwise fails to comply with the requirements of Section 3.2(a) or 3.2(b) or the Letter of Transmittal and Election Form; and

any BPY Unitholder who properly exercises Dissent Rights in accordance with Section 4.1 but is not ultimately entitled, for any reason, to be paid the fair value for its BPY Units by BPY as referenced in Section 4.1(b);

pursuant to Section C(3)(h) of the BPYU Certificate of Incorporation, any BPYU Stockholder shall be entitled to receive the Default Consideration, subject to proration pursuant to Section 3.3;

any Exchange LP Unitholder who does not deposit with the Depositary a duly completed Letter of Transmittal and Election Form prior to the Election Deadline, or otherwise fails to comply with the requirements of Section 3.2(a) or 3.2(b) or the Letter of Transmittal and Election Form, will have all of its Exchange LP Units acquired pursuant to Section 3.1(o) and, in accordance with Section 3.2(e)(i), will be deemed to have elected to receive the Default Consideration in respect of all BPY Units received pursuant to Section 3.1(o); and

each BAM Holder (i) shall be deemed to have elected to receive the same proportions of the Cash Consideration, the BAM Exchange LP Consideration (in lieu of the BAM Share Consideration) and the New Preferred Unit Consideration that the Public Holders, as a single class, have elected to receive (or are deemed to have elected to receive) pursuant to this Section 3.2, and (ii) each BAM Holder will receive the same proportions of the Cash Consideration, the BAM Exchange LP Consideration (in lieu of the BAM Share Consideration) and the New Preferred Unit Consideration as that received by the Public Holders, as a single class, after proration pursuant to Section 3.3; provided that if the Public Holders, as a single class, have elected or are deemed to have elected to receive the New Preferred Unit Consideration in excess of the Threshold New Preferred Unit Consideration, the calculations set forth in this Section 3.2(h) (i) and (ii) shall be done assuming only the Threshold Public New Preferred Unit Consideration was elected (or deemed to be elected) by the Public Holders.

Adjustments to Consideration

For the purposes of this Section 3.3 and all adjustments made in accordance with this Section 3.3, it is assumed that all BPY Unitholders who exercise Dissent Rights in accordance with Section 4.1 are ultimately not entitled to be paid the fair value for their BPY Units and, instead, are deemed to have elected to receive the Default Consideration. All adjustments made in accordance with this Section 3.3 will be done across all Acquired Units as a single class.

Notwithstanding Section 3.2 or any other provision herein (but making the assumption set forth in Section 3.3(a)), (i) the amount of cash, in the aggregate, to be paid to the Public Holders pursuant to Section 3.1 shall be equal to the Total Public Cash Consideration; (ii) the number of BAM Shares to be delivered to the Public Holders (other than holders of unvested Restricted BPY Units and Restricted Canadian BPY Units) pursuant to Section 3.1 shall be equal to the Total Public BAM Share Consideration; and (iii) the maximum number of New Preferred Units, in the aggregate, to be delivered to the Public Holders pursuant to Section 3.1 shall be equal to the Maximum Public New Preferred Unit Consideration.

In the event that:

the aggregate amount of cash that would, but for Section 3.3(b), be paid to Public Holders in accordance with the elections or deemed elections of such holders pursuant to Section 3.2 (the “Total Public Elected Cash Consideration”) exceeds the Total Public Cash Consideration, then:

the aggregate amount of cash to be paid to each Public Holder shall be determined by multiplying the aggregate amount of cash that would, but for Section 3.3(b), be paid to such holder by the Cash Pro-Ration Factor; and

such Public Holder shall receive and shall, for the purposes of Section 3.1 only, be deemed to have elected to receive the Undersubscribed Consideration for the remainder of its Acquired Units and, if there is more than one type of consideration that is Undersubscribed Consideration, in accordance with Section 3.3(c)(iv); and

the aggregate number of BAM Shares that would, but for Section 3.3(b), be delivered to Public Holders (other than holders of unvested Restricted BPY Units and Restricted Canadian BPY Units) in accordance with the elections or deemed elections of such holders pursuant to Section 3.2 (the “Total Elected Public BAM Share Consideration”) exceeds the Total Public BAM Share Consideration, then:

the aggregate number of BAM Shares to be delivered to each Public Holder (other than holders of unvested Restricted BPY Units and Restricted Canadian BPY Units), subject to rounding in accordance with Section 3.6(a), shall be determined by multiplying the aggregate number of BAM Shares that would, but for Section 3.3(b), be delivered to such holder by the BAM Share Pro-Ration Factor; and

such Public Holder shall receive and shall, for the purposes of Section 3.1 only, be deemed to have elected to receive the Undersubscribed Consideration for the remainder of its Acquired Units and, if there is more than one type of consideration that is Undersubscribed Consideration, in accordance with Section 3.3(c)(iv);

the aggregate number of New Preferred Units that would, but for Section 3.3(b), be delivered to Public Holders in accordance with the elections or deemed elections of such holders pursuant to Section 3.2 (the “Total Public Elected New Preferred Unit Consideration”) exceeds the Maximum Public New Preferred Unit Consideration, then:

the aggregate number of New Preferred Units to be delivered to each Public Holder, subject to rounding in accordance with Section 3.6(a), shall be determined by multiplying the aggregate number of New Preferred Units that would, but for Section 3.3(b), be delivered to such holder by the New Preferred Unit Pro-Ration Factor; and

such Public Holder shall receive and shall, for the purposes of Section 3.1 only, be deemed to have elected to receive the Undersubscribed Consideration for the remainder of its Acquired Units and, if there is more than one type of consideration that is Undersubscribed Consideration, in accordance with Section 3.3(c)(iv);

in the event that there more than one type of consideration that is Undersubscribed Consideration, then all Public Holders who are deemed to have elected to receive such Undersubscribed Consideration pursuant to Sections 3.3(c)(i)(B), 3.3(c)(ii)(B) and 3.3(c)(iii)(B) for some of their Acquired Units (the “Reallocated Units”) will receive the same relative proportions of such Undersubscribed Consideration for such Reallocated Units (for greater certainty, such relative proportions will be calculated based on the total dollar value available for each type of Undersubscribed Consideration); and

for greater certainty, a BPY Unitholder may make an election pursuant to Section 3.2(b) in respect of any Reallocated Units and, provided such election is valid, the transfer of any such Reallocated Units to BAM in exchange for the BAM Share Consideration shall occur pursuant to Section 3.1(a).

Deposit Rules and Procedures

On or immediately prior to the Effective Date:

BPY shall deposit or cause to be deposited with the Depositary, for the benefit of the BPY Unitholders entitled to receive cash pursuant to Section 3.1, other than BAM Holders, the aggregate amount of cash that such holders are entitled to receive under the Arrangement (calculated without reference to whether any BPY Unitholder has exercised Dissent Rights);

Holding LP shall deposit or cause to be deposited with the Depositary: (A) for the benefit of and to be held on behalf of the BPYU Stockholders entitled to receive BAM Shares pursuant to Section 3.1, certificates representing the BAM Shares that such BPYU Stockholders are entitled to receive under the Arrangement, and (B) for the benefit of and to be held on behalf of the BPYU Stockholders and Exchange LP Unitholders entitled to receive cash pursuant to Section 3.1, the aggregate amount of cash that such holders are entitled to receive under the Arrangement;

BAM shall deposit or cause to be deposited with the Depositary, for the benefit of and to be held on behalf of the holders of Acquired Units, other than BPYU Stockholders, entitled to receive BAM Shares pursuant to Section 3.1, certificates representing the BAM Shares that such holders are entitled to receive under the Arrangement (calculated without reference to whether any holder of BPY Units has exercised Dissent Rights);

Purchaser Sub shall deposit or cause to be deposited with the Depositary, for the benefit of and to be held on behalf of the Public Holders entitled to receive New Preferred Units pursuant to Section 3.1, certificates representing the New Preferred Units that such holders are entitled to

BAM Exchange LP shall deposit or cause to be deposited with the Depositary, for the benefit of and to be held on behalf of BAM Holders entitled to receive cash, BAM Exchange LP Units and New Preferred Units pursuant to Section 3.1, the aggregate amount of cash, certificates representing the BAM Exchange LP Units and the certificates representing the New Preferred Units that such holders are entitled to receive under the Arrangement,

For greater certainty, where a holder of Acquired Units who has elected (or is deemed to have elected) to receive two or more of (i) the Cash Consideration, (ii) the BAM Share Consideration or, in the case of a BAM Holder, the BAM Exchange LP Consideration, and (iii) the New Preferred Unit Consideration because of pro-ration, such holder will be deemed to have received a proportionate amount of cash, BAM Shares or BAM Exchange LP Units, and New Preferred Units, as applicable, as consideration across all of its Acquired Units acquired pursuant to this Plan of Arrangement.

BPY Unitholders and Exchange LP Unitholders who have so elected in their Letter of Transmittal and Election Form will receive the C$ equivalent of any cash received pursuant to their elections or deemed elections, based on the exchange rate available to the Depositary at its typical banking institution on the date such funds are converted.

Tax Elections

No Fractional Shares or Units and Rounding of Cash Consideration

In no event shall any fractional BAM Shares be delivered under this Plan of Arrangement. Where the aggregate number of BAM Shares to be delivered to a holder of Acquired Units as consideration under this Plan of Arrangement would result in a fraction of a BAM Share being issuable, then the number of BAM Shares to be delivered to such holder shall be rounded down to the closest whole number and, in lieu of the issuance of a fractional BAM Share thereof, such holder will receive a cash payment in U.S. dollars (rounded down to the nearest cent) equal to such holder’s pro rata portion of the net proceeds after expenses received by the Depositary upon the sale of whole shares representing an accumulation of all fractional interests in BAM Shares to which all such holders would otherwise be entitled. The Depositary will sell such BAM Shares by private sale (including by way of sale through the facilities of any stock exchange upon which the BAM Shares are then listed) as soon as reasonably practicable following the Effective Date. The aggregate net proceeds after expenses of such sale will be distributed by the Depositary, pro rata in relation to the respective fractions, among holders of Acquired Units otherwise entitled to receive fractional interests in BAM Shares.

In no event shall any fractional New Preferred Units be delivered under this Plan of Arrangement. Where the aggregate number of New Preferred Units to be delivered to a holder of Acquired Units as consideration under this Plan of Arrangement would result in a fraction of a New Preferred Unit being issuable, then the number of New Preferred Units to be delivered to such holder shall be rounded down to the closest whole number and, in lieu of the issuance of a fractional New Preferred Unit thereof, such holder will receive a cash payment in U.S. dollars (rounded down to the nearest cent) determined on the basis of an amount equal to (i) the New Preferred Unit Amount multiplied by (ii) the fraction of a New Preferred Unit that would have been issuable. Any such cash payments shall be payable by BAM and shall not be included in calculating the Total Public Cash Consideration or the Total Public Elected Cash Consideration pursuant to Section 3.3(c)(i).

In no event shall any fractional BAM Exchange LP Units be delivered under this Plan of Arrangement. Where the aggregate number of BAM Exchange LP Units to be delivered to a holder of Acquired Units as consideration under this Plan of Arrangement would result in a fraction of a BAM Exchange LP Unit being issuable,

If the aggregate cash amount which a holder of Acquired Units is entitled to receive pursuant to Section 3.1 would otherwise include a fraction of $0.01, then the aggregate cash amount to which such holder shall be entitled to receive shall be rounded up to the nearest whole $0.01.

Adjustments to BAM Share Consideration and Exchange Ratio

In the event that, after the date of the Arrangement Agreement and prior to the Effective Time:

the outstanding BAM Shares or the outstanding BPY Units (or the securities convertible into or exercisable for BAM Shares or BPY Units) shall have been changed into a different number of shares or units or a different class by reason of any reclassification, stock or unit split (including a reverse stock or unit split), recapitalization, split-up, combination, exchange of shares or units, readjustment, or other similar transaction, or a stock or similar dividend or distribution thereon (other than a transaction described in Section 3.7(b)), shall be declared with a record date within said period, (ii) any extraordinary cash dividend or any cash dividend in excess of BAM’s normal quarterly dividend of $0.13 per BAM Share, shall be declared with a record date within said period or (iii) any extraordinary cash distribution or any cash distribution in excess of BPY’s normal quarterly distribution of $0.3325 per BPY Unit, shall be declared with a record date within said period, then the number of BAM Shares that constitute the BAM Share Consideration and the Exchange Ratio shall be appropriately adjusted to provide holders of Acquired Units the same economic effect prior to such event; or

any dividend or distribution on the BAM Shares of a security that is the economic equivalent of a BAM Share, including the special pro rata distribution by BAM to the holders of BAM Shares of class A exchangeable limited voting shares of Brookfield Asset Management Reinsurance Partners Ltd., shall be declared thereon with a record date within said period, then the BAM Share Consideration and the Exchange Ratio shall become a number of BAM Shares equal to the product of (x) the BAM Share Consideration multiplied by (y) the sum of (A) the number of shares or securities to be distributed per BAM Share plus (B) one.

In the event that any adjustment is made to the number of BAM Shares that constitute the BAM Share Consideration pursuant to Section 3.7(a), the same

Rights of Dissent

Registered BPY Unitholders may exercise rights of dissent with respect to their BPY Units pursuant to and in the manner set forth in Section 7.6 of the BPY LPA in connection with the Arrangement (the “Dissent Rights”). For greater certainty, non-registered holders of BPY Units, holders of Exchange LP Units, holders of BPYU Shares and holders of awards granted under the BPY Equity-Based Award Plans shall not be entitled to exercise Dissent Rights in respect of those securities or awards.

BPY Unitholders who properly exercise their Dissent Rights shall be deemed to have transferred their BPY Units to BPY as of the Effective Time as set out in Section 3.1(m) hereof. If such BPY Unitholders are ultimately entitled to be paid the fair value for their BPY Units by BPY pursuant to the Dissent Rights, the BPY Unitholders will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights; provided however that if any such BPY Unitholder is not ultimately entitled, for any reason, to be paid the fair value for their BPY Units by BPY such BPY Unitholder shall be deemed to have elected pursuant to Section 3.2(e) to receive the Default Consideration for each BPY Unit held and will be subject to the same adjustments made pursuant to Section 3.3 as for any other BPY Unitholder who elected or was deemed to have elected to receive such consideration.

Recognition of Dissenting Unitholders

Delivery of Consideration

Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented one or more outstanding Acquired Units, other than the BPYU Shares, together with a duly completed and executed Letter of Transmittal and Election Form, and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the

Pursuant to Section C(3)(h) of the BPYU Certificate of Incorporation, as contemplated by this Plan of Arrangement, each outstanding BPYU Share will automatically be exchanged for the Default Consideration, subject to proration in accordance with Section 3.3, without any act or formality required on the part of the BPYU Stockholders, and the Depositary shall deliver, or shall cause to be delivered, to such holder following the Effective Time (in each case, less any amounts withheld pursuant to Section 5.4 hereof), (i) a certificate representing the number of BAM Shares to which such holder is entitled to receive, as applicable, (ii) a certificate representing the number of New Preferred Units to which such holder is entitled to receive, as applicable, and (iii) a cheque or, for any payment in excess of C$25 million, a wire transfer of immediately available funds for the cash consideration to which such holder is entitled to receive, as applicable.

After the Effective Time and until surrendered for cancellation as contemplated by Section 5.1(a) hereof, each certificate which immediately prior to the Effective Time represented one or more Acquired Units shall be deemed at all times to represent only the right to receive in exchange therefor the entitlements which the holder of such certificate is entitled to receive in accordance with Section 5.1(a) hereof.

Lost Certificates

Distributions with Respect to Unsurrendered Certificates

Withholding Rights

Extinction of Rights

No Liens

Paramountcy

Illegality of Delivery of BAM Shares or New Preferred Units

Transfer Taxes

Amendments to Plan of Arrangement

The Purchaser Parties and BPY may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must (i) be set out in writing, (ii) be approved by the Purchaser Parties and BPY, each acting reasonably, (iii) if made following the BPY Unitholders’ Meeting and prior to receipt of the Final Order, filed with the Court and approved by the Court and communicated to the BPY Unitholders and Exchange LP Unitholders if and as required by the Court, and (iv) if made following receipt of the Final Order and prior to the Effective Time, filed with the Court and approved by the Court and communicated to the BPY Unitholders and Exchange LP Unitholders if and as required by the Court, unless such amendment concerns a matter which, in the reasonable opinion of the Purchaser Parties and BPY, is of an administrative nature and is not adverse to the economic interest of any holder of Acquired Units.

Any amendment, modification or supplement to this Plan of Arrangement may be proposed by BPY or the Purchaser Parties at any time prior to the BPY Unitholders’ Meeting (provided that BPY or the Purchaser Parties, as applicable, shall have consented thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the BPY Unitholders’ Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the BPY Unitholders’ Meeting shall be effective only if (i) it is consented to in writing by BPY and the Purchaser Parties (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the BPY Unitholders voting in the manner directed by the Court.

Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by the Purchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former holder of Acquired Units.

Further Assurances

Directions of the Special Committee

Amendments to Article 1

Section 1.1 is hereby amended by adding the following definitions:

“Amendment Effective Time” means the time that the Seventh Amendment to the Second Amended and Restated Limited Partnership Agreement of the Partnership dated as of ●, 2021 becomes effective pursuant to Section 3.1(f) of the Plan of Arrangement;

“Arrangement” means the arrangement of Purchaser Sub under Section 182 of the Business Corporations Act (Ontario) (and the regulations made thereunder) in accordance with the terms and subject to the conditions set out in the Plan of Arrangement;

“Arrangement Agreement” means the arrangement agreement dated March 31, 2021 between Brookfield, Purchaser Sub and the Partnership with respect to the Arrangement, as may be amended from time to time in accordance with its terms;

“Arrangement Year” has the meaning assigned to such term in Section 4.4.4;

“BAM Share” means a class A limited voting share in the capital of Brookfield;

“BAM Share Amount” means $45.67, being the closing price of one BAM Share on the New York Stock Exchange on March 26, 2021;

“BAM Share Consideration” means 0.3979 of a BAM Share for each Equity Unit, subject to adjustment in accordance with Section 3.7(a) of the Plan of Arrangement;

“Call Right” has the meaning assigned to such term in Section 7.5.1;

“Cash Consideration” means $18.17 for each Equity Unit;

“Circular” means the notice and management information circular dated ●, 2021 mailed to Equity Unitholders in connection with the Meeting and includes the letters of transmittal, form of proxy and any other documents which were mailed that are supplementary to the Circular;

“Depositary” means AST Trust Company (Canada);

“Effective Date” has the meaning assigned to such term in the Arrangement Agreement;

“Equity Unitholder” means a registered or beneficial holder of an Equity Unit;

“Meeting” means such meeting or meetings of Equity Unitholders, including any adjournment or postponement thereof, convened to consider, and if deemed advisable approve, the Resolution;

“New LP” means a Bermuda exempted limited partnership to be formed prior to the Effective Date, the general partner of which will be the Property Partnership;

“New Preferred Unit” means the Class A Cumulative Redeemable Perpetual Preferred Units, Series 1 of New LP;

“New Preferred Unit Amount” means $25.00, being the issue price of each New Preferred Unit;

“New Preferred Unit Consideration” means 0.7268 of a New Preferred Unit for each Equity Unit;

“Notional Year” has the meaning assigned to such term in Section 4.4.4;

“Plan of Arrangement” means the plan of arrangement in substantially the form of Schedule B of the Circular subject to any amendments, modifications or supplements made thereto in accordance with the Arrangement Agreement and Section 6.1 of the Plan of Arrangement or made at the discretion of the Ontario

“Public Unitholder” means a holder of Public Units;

“Public Units” means the Equity Units that are issued and outstanding (except for those Equity Units held by Brookfield and any of its subsidiaries) at the Amendment Effective Time;

“Purchaser Sub” means BPY Arrangement Corporation;

“Resolution” means the resolution of the Equity Unitholders adopted at the Meeting approving the Transaction;

“Transaction” means the acquisition, directly and/or indirectly, by Brookfield and Purchaser Sub of all of the issued and outstanding Equity Units to be implemented pursuant to the Plan of Arrangement and in accordance with the Arrangement Agreement.

Section 1.1.2 is hereby deleted in its entirety and replaced with the following:

The Subsection numbers corresponding to the definitions of “Equity Unit”, “Preferred Unit” and “Preferred Unitholders” in Section 1.1 are hereby changed from 1.1.20.1, 1.1.60.1 and 1.1.60.2, respectively, to 1.1.20.3, 1.1.60.2 and 1.1.60.3, respectively.

Amendment to Section 1.7

Amendments to Article 4

Section 4.4.3 is hereby deleted in its entirety and replaced with the following:

Notwithstanding Section 4.4.2, if Sections 4.4.3.1, 4.4.3.2, 4.4.3.3 and 4.4.3.4 are all true in a given fiscal year of the Partnership, the Income for Canadian Tax Purposes will be allocated in the manner described below.

The Partnership or an Affiliate of the Partnership acquires, buys, buys back or otherwise purchases Equity Units in connection with an offer or program by the Partnership or the Affiliate to acquire, buy, buy back, or otherwise purchase Equity Units (other than by way of a normal course issuer bid or other open market purchase), or the Partnership redeems, buys back or otherwise purchases Equity Units including Equity Units acquired from any dissenting Public Unitholder pursuant to Section 7.6, or an Affiliate of the Partnership purchases Equity Units pursuant to an overriding call right triggered by the exercise by the Partnership of such redemption right;

The money or property that is used by the Partnership, the Affiliate or the Subsidiary to acquire, buy, buy back, redeem or otherwise purchase Equity Units in the manner described in Section 4.4.3.1 is derived exclusively in whole or in part, directly or indirectly, from money or property that is received by the Partnership from the Property Partnership as consideration for the purchase for

The Partnership has Income for Canadian Tax Purposes (in other words, the Partnership does not have a Loss for Canadian Tax Purposes); and

The Income for Canadian Tax Purposes includes positive amounts each of which is an amount that is derived from capital gains (for Canadian Tax Purposes) realized by the Partnership by reason of the purchase for cancellation by the Property Partnership of Managing General Partner Units owned by the Partnership.

The following provision is hereby added to Article 4:

For purposes of Section 4.4.2 and Section 4.4.3, in computing the Partnership’s Income for Canadian Tax Purposes for the fiscal year of the Partnership that includes the Arrangement (the “Arrangement Year”), the Partnership shall be considered to have a had a fiscal year (the “Notional Year”) commencing on January 1, 2021 and ending immediately following the completion of the Arrangement steps occurring on the Arrangement Date. The Partnership shall determine its net income or net loss for the Notional Year on a “closing of the books” basis reasonably and in good faith, as would be determined without reference to this section, provided, however, that any gain or income from a disposition of property occurring after the end of the Notional Year shall not be allocated to the Notional Year; and any transaction expenses incurred by the Partnership in the Notional Year shall be allocated to and, to the extent permitted by the Income Tax Act, deducted in computing the income of the Partnership in the Notional Year. For greater certainty, the balance (if any) of the Income for Canadian Tax Purposes after allocating the Special Income Allocation Amount to the Limited Partners whose Equity Units are acquired, bought, bought back, redeemed or otherwise purchased in the manner described in Section 4.4.3.1 using money or property derived in the manner described in Section 4.4.3.2 by the Partnership, the Affiliate or the Subsidiary, for the Arrangement Year will be allocated to all Partners for the Notional Year in accordance with Section 4.4.2. and the Income for Canadian Tax Purposes (if any) for the balance of the Arrangement Year and any subsequent fiscal year will not be allocated to the Public Unitholders in respect of the Public Units. Absent any assessment in respect of taxes, the Partnership shall not amend any allocation of Income for Canadian Tax Purposes or Loss for Canadian Tax Purposes to Limited Partners in respect of the Arrangement Year or any previous fiscal year.

Amendment to Article 7

Redemption by the Partnership

Subject to any applicable Laws and the due exercise of the Call Right pursuant to Section 7.5, the Partnership will have the right, on the Effective Date, to redeem all, but not less than all, of the then outstanding Public Units for an amount per unit equal to the Cash Consideration.

If the Partnership exercises its right to redeem Public Units under this Section 7.4, and, subject to the exercise of the Call Right, the Partnership will cause to be delivered to the Public Unitholders the Cash Consideration for each Public Unit so redeemed upon presentation and surrender at the registered office of the Partnership or at any office of the Depositary as may be specified by the Partnership in the

If the aggregate cash amount which a Public Unitholder is entitled to receive pursuant to this Section 7.4 would otherwise include a fraction of $0.01, then the aggregate cash amount to which such Public Unitholder shall be entitled to receive shall be rounded up to the nearest whole $0.01.

Call Right

Subject to the limitations set forth in Section 7.5.2, Purchaser Sub will have the overriding right (the “Call Right”), notwithstanding the right of the Partnership to redeem the Public Units pursuant to Section 7.4 hereof, to purchase (on the Effective Date) Public Units in respect of which an election, or deemed election, including as a result of proration, has been made to receive the BAM Share Consideration and/or the New Preferred Unit Consideration in accordance with the Plan of Arrangement on payment by the Purchaser Sub of the BAM Share Consideration and/or the New Preferred Unit Consideration, as applicable, for each such Public Unit. In the event of the exercise by Purchaser Sub of its Call Right, each Public Unitholder will be obligated to sell all the Public Units which are subject to the Call Right held by such Public Unitholder to Purchaser Sub on the Effective Date on payment by, or on behalf of Purchaser Sub, to such Public Unitholder of the BAM Share Consideration and/or New Preferred Unit Share Consideration, as applicable, for each such Public Unit.

Purchaser Sub must provide notice of its intention to exercise its Call Right on or before 3:01 a.m. (Toronto time) on the Effective Date. If Purchaser Sub duly exercises its Call Right in accordance with this Section 7.5, the right of the Partnership to redeem those Public Units which are subject to the Call Right pursuant to Section 7.4 on the Effective Date will terminate at such time and, on the Effective Date, Purchaser Sub will purchase and the Public Unitholders of such

For the purposes of completing a purchase of the Public Units pursuant to the exercise of the Call Right, Purchaser Sub will deposit or cause to be deposited with the Depositary, on or before the Effective Date, the aggregate BAM Share Consideration and New Preferred Unit Consideration deliverable by Purchaser Sub pursuant to Section 7.5.1. Provided that the aggregate BAM Share Consideration and New Preferred Unit Consideration have been so deposited with the Depositary, on and after the Effective Date, the Public Unitholders who elected, or were deemed to have elected, including pursuant to proration, to receive the BAM Consideration and/or the New Preferred Unit Consideration in respect of some or all of their Public Units will cease to be Unitholders of such Public Units and will not be entitled to exercise any of the rights of Public Unitholders in respect thereof other than the right to receive such Public Unitholder’s portion of the aggregate BAM Share Consideration and New Preferred Unit Consideration, without interest to which such Unitholder is entitled pursuant to such elections or deemed elections, payable by Purchaser Sub upon presentation and surrender by such Public Unitholder of certificates (if any) representing the Public Units held by such Public Unitholder in accordance with the following provisions and such Public Unitholder will on and after the last Business Day prior to such Effective Date be considered and deemed for all purposes to be holders of the securities delivered to them as part of the BAM Share Consideration and/or New Preferred Unit Consideration which such Public Unitholder is entitled. Upon surrender to the Depositary of a certificate (if any) representing Public Units, together with such other documents and instruments as may be required to effect a transfer of Public Units under the Limited Partnership Act, the Partnership Agreement and such additional documents and instruments as the Depositary and the Partnership may reasonably require, the Public Unitholder of such surrendered certificate will be entitled to receive in exchange therefor, and the Depositary on behalf of Purchaser Sub will deliver to such Public Unitholder, the BAM Share Consideration and/or the New Preferred Unit Consideration. If Purchaser Sub does not exercise the Call Right in the manner described above, on the Effective Date a Public Unitholder will be entitled to receive in exchange therefor the Cash Consideration otherwise payable by the Partnership in connection with the redemption of the Public Units pursuant to Section 7.4 hereof.

For greater certainty, Purchaser Sub, New LP and/or their respective Affiliates may undertake such transactions as may be necessary or desirable in order to deliver, or cause to be delivered, all or a portion of BAM Shares or New Preferred Units to Public Unitholders in accordance with Section 7.5.3, provided such transactions are not prejudicial to the rights or interests of any Public Unitholder.

Each Public Unitholder, by virtue of becoming and being such a Public Unitholder, will be deemed to acknowledge the Call Right in favour of Purchaser Sub and the overriding nature thereof and to be bound thereby in favour of Purchaser Sub as herein provided.

Where the aggregate number of BAM Shares to be delivered to a Public Unitholder pursuant to this Section 7.5 would result in a fraction of a BAM Share being issuable, then the number of BAM Shares to be delivered to such Public Unitholder shall be rounded down to the closest whole number and, in lieu of the issuance of a fractional BAM Share thereof, such Public Unitholder will receive a cash payment in U.S. dollars (rounded down to the nearest cent) equal to such Public Unitholder’s pro rata portion of the net proceeds after expenses received by the Depositary upon the sale of whole shares representing an accumulation of all fractional interests in BAM Shares to which all such Public Unitholders would otherwise be entitled. The Depositary will sell such BAM Shares by private sale (including by way sale through the facilities of any stock exchange upon which the BAM Shares are then listed) as soon as reasonably practicable following the Effective Date. The aggregate net proceeds after expenses of such sale will be distributed by the Depositary, pro rata in relation to the respective fractions, among Public Unitholders otherwise entitled to receive fractional interests in BAM Shares.

Where the aggregate number of New Preferred Units to be delivered to a Public Unitholder pursuant to this Section 7.5 would result in a fraction of a New Preferred Unit being issuable, then the number of New Preferred Units to be delivered to such Public Unitholder shall be rounded down to the closest whole number and, in lieu of the issuance of a fractional New Preferred Unit thereof, such Public Unitholder will receive a cash payment in U.S. dollars (rounded down to the nearest cent) determined on the basis of an amount equal to (i) the New Preferred Unit Amount multiplied by (ii) the fractional New Preferred Unit amount.

On or before 3:01 a.m. (Toronto time) on the Effective Date, Purchaser Sub may assign, in whole or in part, its Call Right to one or more of its Affiliates, in which case this Section 7.5 shall apply to such Affiliate(s) mutatis mutandis; provided that any such assignment shall not relieve Purchaser Sub of any of its obligations hereunder, and provided further that if such assignment takes place, Purchaser Sub shall continue to be fully liable as primary obligor, on a joint and several basis with any such Affiliate, for any default in performance by the assignee of Purchaser Sub’s obligations hereunder. For greater certainty, the transfer of Public Units of the Partnership as described in Section 3.1(d) of the Plan of Arrangement shall take place pursuant to the Plan of Arrangement and not in connection with the Call Right by an Affiliate of Purchaser Sub.

Dissent Rights

Subject to this Section 7.6, any Public Unitholder may dissent in respect of the Transaction.

In addition to any other right the Public Unitholder may have, a Public Unitholder who complies with this Section 7.6 is entitled, after the Transaction is completed, to be paid by the Partnership the fair value of the Public Units held by the Public Unitholder, determined as of the close of business on the day before the Resolution was adopted.

A dissenting Public Unitholder may only claim under this Section 7.6 with respect to all of the Public Units held by the Public Unitholder and registered in the name of the dissenting Public Unitholder at the record date set by the Partnership in respect of the Meeting.

A dissenting Public Unitholder shall send to the Partnership, at least two days prior to the Meeting, a written objection to the Resolution, unless the Partnership did not give notice to the Public Unitholder of the purpose of the Meeting and of the Public Unitholder’s right to dissent.

The Partnership shall, within ten days after the Public Unitholders adopt the Resolution, send to each Public Unitholder who has filed the objection referred to in Section 7.6.4 notice that the Resolution has been adopted, but such notice is not required to be sent to any Public Unitholder who voted for or abstained from voting for the Resolution or who has withdrawn its objection (and, for greater certainty, a Public Unitholder who voted for or abstained from voting for the Resolution or who has withdrawn its objection will not be considered a dissenting Public Unitholder).

A dissenting Public Unitholder entitled to receive notice under Section 7.6.5 shall, within twenty days after receiving such notice, or, if the dissenting Public Unitholder does not receive such notice, within twenty days after learning that the Resolution has been adopted, send to the Partnership a written notice containing:

the dissenting Public Unitholder’s name and address;

the number of Public Units in respect of which the dissenting Public Unitholder dissents; and

a demand for payment of the fair value of such Public Units.

Not later than the thirtieth day after the sending of a notice under Section 7.6.6, a dissenting Public Unitholder shall send the certificates representing the Public Units held by the Public Unitholder to the Partnership or its transfer agent.

A dissenting Public Unitholder who fails to comply with Section 7.6.7 has no right to make a claim under this Section 7.6.

The Partnership or its transfer agent shall endorse on any certificate received under Section 7.6.7 a notice that the Public Unitholder is a dissenting Public Unitholder under this Section 7.6 and shall return forthwith the certificates to the dissenting Public Unitholder.

On sending a notice under Section 7.6.6, a dissenting Public Unitholder ceases to have any rights as a Public Unitholder other than the right to be paid the fair value of the Public Units as determined under this Section 7.6 except where:

the dissenting Public Unitholder withdraws the notice before the Partnership makes an offer under Section 7.6.11;

the Partnership fails to make an offer in accordance with Section 7.6.11 and the dissenting Public Unitholder withdraws the notice; or

the Arrangement Agreement is terminated,

The Partnership shall, not later than seven days after the later of the day on which the action approved by the Resolution is effective or the day the Partnership received the notice referred to in Section 7.6.6, send to each dissenting Public Unitholder who has sent such notice a written offer to pay for the dissenting Public Unitholder’s Public Units in an amount considered by the board of directors of the General Partner to be the fair value, accompanied by a statement showing how the fair value was determined.

Every offer made under Section 7.6.11 for Public Units shall be on the same terms.

The Partnership shall pay for the Public Units of a dissenting Public Unitholder within 10 days after an offer made under Section 7.6.11 has been accepted, but any such offer lapses if the Partnership does not receive an acceptance thereof within 30 days after the offer has been made.

Where the Partnership fails to make an offer under Section 7.6.11, or if a dissenting Public Unitholder fails to accept an offer, the Partnership may, within 50 days after the action approved by the Resolution is effective or within such further period as a court may allow, apply to a court to fix a fair value for the Public Units of any dissenting Public Unitholder.

If the Partnership fails to apply to a court under Section 7.6.14, a dissenting Public Unitholder may apply to a court for the same purpose within a further period of 20 days or within such further period as a court may allow.

The court where an application under Sections 7.6.14 or 7.6.15 may be made is the Ontario Superior Court of Justice (Commercial List).

A dissenting Public Unitholder is not required to give security for costs in an application made under Sections 7.6.14 or 7.6.15.

On an application under Sections 7.6.14 or 7.6.15:

all dissenting Public Unitholders whose Public Units have not been purchased by the Partnership shall be joined as parties and bound by the decision of the court; and

the Partnership shall notify each affected dissenting Public Unitholder of the date, place and consequences of the application and of the dissenting Public Unitholder’s right to appear and be heard in person or by counsel.

On an application to a court under Sections 7.6.14 or 7.6.15, the court may determine whether any other person is a dissenting Public Unitholder who should be joined as a party, and the court shall then fix a fair value for the Public Units of all dissenting Public Unitholders.

A court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the Public Units of the dissenting Public Unitholders.

The final order of a court in the proceedings commenced by an application under Sections 7.6.14 or 7.6.15 shall be rendered against the Partnership in favour of each dissenting Public Unitholder and for the amount of the Public Units as fixed by the court.

If Section 7.6.24 applies, the Partnership shall, within ten days after the pronouncement of an order under Section 7.6.21, notify each dissenting Public Unitholder that it is unable lawfully to pay dissenting Public Unitholders for their Public Units.

If Section 7.6.24 applies, a dissenting Public Unitholder, by written notice delivered to the Partnership within thirty days after receiving a notice under Section 7.6.22, may

withdraw their notice of dissent, in which case the Partnership is deemed to consent to the withdrawal and the Public Unitholder is reinstated to their full rights as a Public Unitholder; or

retain a status as a claimant against the Partnership, to be paid as soon as the Partnership is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the Partnership but in priority to its Unitholders.

The Partnership shall not make a payment to a dissenting Public Unitholder under this section if there are reasonable grounds for believing that

the Partnership is or would after the payment be unable to pay its liabilities as they become due; or

the realizable value of the Partnership’s assets would thereby be less than the aggregate of its liabilities.

The provisions of Section 9.5 shall apply mutatis mutandis to any payment to a Public Unitholder under this Section 7.6.

Effective Date

Governing Law

General

Except as modified herein, all terms and conditions of the Agreement shall remain in full force and effect.

This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall be construed together as one agreement.