APRIL BROOKFIELD PROPERTY PARTNERS L.P. CORPORATE PROFILE

Transcription

1 2013 APRIL BROOKFIELD PROPERTY PARTNERS L.P. CORPORATE PROFILE

2 Turn to pages for Important Cautionary Notes regarding this corporate profile Contents Pages Formation 3 5 Overview 6 11 Value Proposition & Strategy Brookfield Advantage Conclusion Management Team/Contacts Appendices/Case Studies Important Cautionary Notes

3 Brookfield Property Partners Formation

4 Brookfield Property Partners formation is the continuation of our strategy to simplify Brookfield s structure and maximize its capital flexibility Brookfield Asset Management ( Brookfield ) $18 billion equity base $181 billion AUM 28% 68% 92.5% 100% Flagship Listed Funds Brookfield Infrastructure Partners ( BIP ) Brookfield Renewable Energy Partners ( BREP ) Brookfield Property Partners ( BPY ) Brookfield Capital Partners (1) Private Institutional Funds Brookfield Infrastructure Funds Brookfield Property Funds Brookfield Private Equity Funds (1) Privately held 4

5 Brookfield Property Partners, the next step in this strategy, represents a pure real estate investment opportunity Brookfield s Previously Launched Flagship Listed Entities Market Capitalization (1) Years Listed Compound Annual Return Brookfield Infrastructure (2) $7B 5 20% (3) Brookfield Renewable Energy $8B 14 17% (4) BPY s Pre-Launch History $12B 24 (5) 16% (1) As of December 31, 2012 (2) See page 35 for case study (3) Brookfield Renewable Energy Partners L.P. was listed in November 2011 and is the successor to Brookfield Renewable Power Fund that was listed in 1999 (4) Estimated based on December 31, 2012 pro-forma equity attributable to the LP Units and REUs (5) Represents track record over 24 years 5

6 Brookfield Property Partners Overview

7 Investment Highlights Company Brookfield Property Partners A publicly traded partnership Ticker BPY (NYSE, TSX) Distribution Brookfield Asset Management s participation 7.5% of BPY to be distributed to BAM shareholders Distribution date of April 15, 2013 BAM shareholders to receive ~ units of BPY for each share of BAM held as of March 26, 2013 BPY initial shares and REU s (4) of million 92.5% equity interest General partner Debt to Total Capitalization (1) 50% leverage Consolidated IFRS assets Proportionate share of assets (2) $48 billion $31 billion Market capitalization (3) $12 billion Distribution policy Targeted 4% initial yield (3) 80% initial FFO pay-out ratio (1) Calculated as total debt (including capital securities) divided by total assets on a proportionate pro-forma basis (see page 10 for definition) (2) Proportionate is defined as interest attributable to the LP Units and the REUs (3) Based on December 31, 2012 pro-forma equity attributable to the LP units and REUs (4) Redeemable Exchangeable Units ( REU s ) 7

8 Premier entity for investors seeking diversified global real estate exposure Diversity across geographies and property sectors reduces earnings volatility and provides access to a broader universe of investment opportunities Invested Capital by Sector (1) Multifamily and Industrial, 2% Other, 4% Invested Capital by Geography (1) Europe, 10% Canada, 8% Brazil, 3% Retail, 42% Office, 52% Australia, 15% US, 64% (1) Invested capital is estimated based on December 31, 2012 pro-forma equity attributable to LP units, REUs, and the $1.275 billion of capital securities and preferred shares 8

9 Global reach with local expertise Brookfield s portfolio is concentrated the world s most dynamic and established property markets CANADA 44 RE Professionals 2,350 RE Employees EUROPE 34 RE Professionals 2,390 RE Employees REAL ESTATE OFFICES Number of Offices: 30 Number of Real Estate Professionals : 243 Number of Employees : 14,935 U.S. 108 RE Professionals 3,545 RE Employees AUSTRALIA 30 RE Professionals 1,605 RE Employees BRAZIL 27 RE Professionals 5,045 RE Employees 9

10 Highly diversified, global owner, operator and investor in premier property assets BROOKFIELD PROPERTY PARTNERS $31.2B assets (1) $13.1B invested capital (2) OFFICE RETAIL MULTI-FAMILY & INDUSTRIAL OTHER 124 properties, 80 msf 170 properties, 156 msf 15,600 multifamily units 11 msf office and other assets 18 msf development pipeline $1.6B re-development pipeline 29 msf industrial space 8 hotels with 7,600 rooms $16.3B assets (1) $11.4B assets (1) $1.1B assets (1) $2.1B assets (1) $6.9B invested capital (2) $5.5B invested capital (2) $0.2B invested capital 2) $0.5B invested capital 2) (1) On a proportionate pro forma basis, see page 9 for the definition (2) Invested capital is based on December 31, 2012 pro-forma equity attributable to LP units, REUs, and the $1.275 billion of capital securities and preferred shares 10

11 Selected Balance Sheet Highlights by Segment For the year ended December 31, 2012 (US$ millions) Proportionate Unaudited Pro-forma (1) Assets Office $ 16,349 Retail 11,380 Multi-family & Industrial 1,072 Other 2,106 Total Assets $ 30,907 Liabilities Office $ 8,531 Retail 5,790 Multi-family & Industrial 793 Other 1,610 Corporate 1,250 Total Liabilities $ 17,974 Office $ 6,877 Retail 5,458 Multi-family & Industrial 219 Other 530 Total Invested Capital 13,084 Capital Securities & Preferred Shares (1,275) Total Invested Capital Net of Capital Securities & Preferred Shares $ 11,809 (1) Proportionate is defined as the interest attributable to LP Units and REUs. Proportionate adjustments are made to allocate most of the non-controlling interests of others in consolidated subsidiaries to each of the respective line items. Assets, Liabilities and Invested Capital are presented as those interests attributable to LP Units and REU's. The interests attributable to REUs are presented as non-controlling interests in the pro forma IFRS financial statements. (2) Invested capital is presented net of non controlling interests of $1,124 million. 11

12 Income Statement Reconciliation For the year ended December 31, 2012 (US$ millions) Income Statement Unaudited Pro forma IFRS (1) Proportionate Adjustments (2) Proportionate Pro forma (2) Commercial property revenue $ 2,780 $ (523) $ 2,257 Hospitality property revenue 743 (507) 236 Direct commercial property expense (1,171) 340 (831) Direct hospitality property expense (687) 469 (218) Depreciation and amortization of real estate assets (3) 49 (34) 15 NOI 1,714 (255) 1,459 Investment and other revenue 221 (87) 134 Investment and other expense (36) 16 (20) Share of equity accounted income excluding fair value gains 388 (388) - Interest expense (1,052) 233 (819) Administration expense (219) 34 (185) Non-controlling interests of others in consolidated subsidiaries in funds from operations (512) 447 (65) FFO (2) Depreciation and amortization of real estate assets (3) (49) 34 (15) Fair value gains, net 1, ,262 Share of equity accounted fair value gains 808 (808) - Non-controlling interests of others in consolidated subsidiaries in total return (751) 739 (12) Total return (2) 1,739-1,739 Income tax expense (491) 98 (393) Non-controlling interest of others in consolidated subsidiaries in income tax expense 98 (98) - Net income (2) $ 1,346 $ - $ 1,346 (1) The pro forma IFRS income statement assumes that Brookfield Property Partners was in existence for the entire fiscal year of 2012 (2) Proportionate is defined as the interest attributable to LP Units and REUs. Proportionate adjustments are made to allocate most of the non-controlling interests of others in consolidated subsidiaries to each of the respective line items. NOI, FFO, Total return, and Net income are presented as those interests attributable to LP Units and REU's. The interests attributable to REUs are presented as non-controlling interests in the pro forma IFRS financial statements. (3) Depreciation and amortization of real estate assets is a component of direct hospitality property expense that is added back to NOI and is deducted in the total return calculation 12

13 Selected Income Statement Highlights by Segment For the year ended December 31, 2012 (US$ millions) Unaudited Proportionate Pro forma (1) Net Operating Income Office $ 830 Retail 562 Multi-family & Industrial 14 Other 53 Net Operating Income $ 1,459 Funds from Operations Office $ 362 Retail 262 Multi-family & Industrial 5 Other 2 Corporate (2) (127) Funds from Operations $ 504 Net Income Office $ 665 Retail 784 Multi-family & Industrial 2 Other 10 Corporate (115) Net Income $ 1,346 (1) See page 10 for the definition and calculation of proportionate pro forma financial results (2) Represents pro forma interest expense on capital securities of $77 million and asset management fee expense of $50 million 13

14 Brookfield Property Partners Value Proposition & Strategy

15 Brookfield Property Partners is one of the world s largest and most experienced publicly traded commercial property companies Experienced management team Established capabilities Strong acquisition currency Committed team with strong track Long established experience Significant equity market capitalization, exchange listings Access to wide range of capital sources record CEO, CIO and CFO possess nearly 70 years of combined industry experience sourcing/structuring deals, executing opportunistic strategies and adding value through pro-actively managing assets Global scale Operating platforms in North America, Europe, Australia and Brazil Allocation of capital to optimal markets and opportunities Diversification of risk Significant growth potential Brookfield s primary entity for commercial property investing globally Strong deal pipeline, underwriting expertise, ability to add value operationally and development potential Secure returns High quality assets, strong tenants and long term lease profile help provide cash flow continuity Targeted distribution yield of 4% per annum, with target growth of 3% to 5% annually BPY Value Proposition Superior track record Since 1989, $22 billion of equity invested generating a compounded annual return of ~16% Sector diversification Office, retail, multi-family and industrial property sectors Reduces exposure to sector volatility 15

16 Illustrative Investor Capital profile over time Current (1) Near-term goal (1) Long-term goal (1) Funds, 8% Direct, 14% Direct, 35% Public, 20% Public, 78% Funds, 15% Public, 50% Direct, 55% Funds, 25% (1) Invested capital is proportionate pro-forma equity attributable to LP units and REUs. 16

17 Public company investments provide operating scale, predictable recurring income and a solid base from which to grow Company Listing Geographic focus BPY s Invested capital (US$ millions) Highlights NYSE / TSX US, Canada, Australia, UK $5,238 Interests in 110 properties totaling 77 msf, including 10 msf of parking Development portfolio comprises 17 sites with 17 msf, mostly in planning phase NYSE US, Brazil $4,729 Portfolio of 126 regional malls in the U.S. and 18 malls in Brazil with approximately 135 msf of GLA $1.6 billion redevelopment pipeline NYSE US $299 Portfolio of 32 regional malls or approximately 22 msf of GLA 17

18 Private fund investments drive gains and capital to recycle for growth Type of fund Number of funds Total BPY committed capital Highlights Includes global flagship opportunity funds sponsored by Brookfield Opportunity funds 4 $1.3 billion Predecessor funds included: North American opportunity funds, invested in underperforming real estate properties and portfolios in office, flex-office industrial and multi-family residential sectors US based strategy focused on large-scale, distressed opportunities such as the recapitalization and restructuring of GGP Real estate finance funds 3 $455 million Dedicated to real estate mezzanine lending, with the primary objective to generate superior risk adjusted returns Sectorspecific real estate funds 3 $565 million Niche-focused, sector specific real estate investment funds, targeting: US value-add industrial US value-add multi-family Brazil retail 18

19 Key aspects of Brookfield Property Partners business strategy Growth from new investment opportunities Acquire assets for value directly through Brookfield sponsored funds or through significant positions in public entities BPY provides the opportunity for shareholders to participate in Brookfield s strategic real estate transactions so far only available to large institutional clients (prior transactions include GGP, Canary Wharf and O&Y) Leverage Brookfield s global reach, platforms, relationships and restructuring capabilities to access deal flow Select development on proper risk-adjusted/reward basis adds to growth 19

20 Key aspects of Brookfield Property Partners business strategy Optimize growth from proactive management of investments Leverage operating platforms full-service capabilities to add value at every step of the real estate cycle (e.g. underwriting, financing, leasing, asset management, risk management, etc.) Organic growth within existing investments and businesses through value creation strategies and leasing Built-in growth from below market rents and contractual increases on leases Select redevelopment to add value Significant influence on public company investments provide scale, reliable recurring income and base from which to grow 20

21 Key aspects of Brookfield Property Partners business strategy Recycle capital for accretive growth Recycle capital and reformulate holdings to enhance value where appropriate 21

22 Track record of successful capital recycling Over the past six years, Brookfield has deployed on average $2.6 billion annually to real estate transactions and completed 217 property dispositions totaling ~$7.6 billion Olympia &York (USA) U.S. commercial owner/developer $615 million BCE Development Commercial owner/developer $1.1 billion Criimi Mae Full-service commercial mortgage company $49 million Trizec Properties U.S. commercial owner/developer $2.2 billion Multiplex Australian commercial owner/developer/ global contractor $4.1 billion Thakral Holdings Group Australian listed REIT $285 million Gentra Mortgage lender $730 million Canary Wharf 22% stake in an integrated property development and investment company $637 million O&Y Properties/ O&Y REIT Canadian commercial owner/developer $894 million Brazil Retail Fund Retail mall owner/developer $346 million General Growth US Mall recapitalization ~169 U.S. regional malls $2.7 billion Verde Realty Industrial operator recapitalization $280 million 22

23 Recent Strategic Transactions Office Completed the acquisition of Thakral Holdings Group (now Wynyard Properties Holdings Group), a diversified Australian property company with ~$1 billion of assets, including a prime office site in Sydney Acquired Hammerson s London office portfolio Sold 33 South Sixth St. in Minneapolis and KBR Tower in Houston Retail Acquired interests in 19 assets including 3 malls and 16 anchor pads within our malls for a total purchase price of ~$585 million Sold $213 million of non-core retail assets including Harborplace in Maryland Multi-family Completed acquisition of Ginkgo Residential, a $414 million fully integrated real estate operating company with a portfolio of 5,000 apartments in the U.S Mid-Atlantic Completed ~$525 million value-add acquisitions in the U.S. Industrial Completed acquisition of Verde Realty, an ~$870 million industrial property business with over 100 industrial properties in the U.S. and Mexico totaling ~18 msf Completed ~$310 million value-add acquisitions in the U.S. 23

24 Development/Redevelopment Highlights BPY and affiliates have a significant development and redevelopment pipeline, including office, retail, multi-family and industrial opportunities Projects will be developed to enhance portfolio value on a selective basis when attractive risk-adjusted returns can be earned BPY and affiliates continue to be a leader in the incorporation of forward thinking environmental sustainability initiatives within our developments and our assets Renderings, Manhattan West, New York 24

25 Development/Redevelopment Highlights (1) Office Retail Number of sites/assets Area currently under development /redevelopment ( 000 sq. ft.) Estimated NOI upon completion ($M) Estimated development cost ($M) Estimated yield on cost United States 1 5,000 $ 310 $ 4, % Canada 2 2, , % Australia % Europe 2 1, , % Subtotal 6 9,103 $ 558 $ 7, % Brazil % Office Total 7 9,784 $ 586 $ 7, % United States % - 10% Brazil % Retail Total 32 $ $ % (1) Represents development considered active including projects in advanced planning; does not include entire pipeline Ala Moana Center, Honolulu, Hawaii Left: Before; Right: Post renovation rendering 25

26 Opportunities exist where value can be maximized through operating initiatives, developments/redevelopments, recycling capital from current investments and capitalizing on a global economic recovery BPY Growth Potential (1) Cap rate 5.7% Intrinsic value per unit at Dec. 31, 2012 (2) $ 25 Add: Increase in cash flows 7 Add: Development / redevelopment program 6% 3 Add: Scale acquisition $3b at yield of 12% leveraged IRR 2 Add on issuances $500m/year invested at a leveraged 12% 4 Intrinsic value under above assumptions $ bps cap rate compression (to 5.2%) (3) 14 $ 55 (1) The table above presents purely hypothetical examples of how the value of the BPY units might be impacted by the business developments described above. The values presented above are presented for discussion and illustrative purposes only, in order to give you a general sense as to how the value might be affected by such developments, and you should not infer from the presentation of the table that the amounts presented above are projections or guarantees of the value of the BPY units or that the assumed developments will occur or will have the illustrated impact. Future results will be different from this information and the differences may be material. Our operations are subject to numerous risks and uncertainties, including those discussed on pages In no way should you rely on the above financial information as indicators of performance or value. Brookfield Property Partners does not make any representation, express or implied, as to the accuracy, correctness, or completeness of the information. (2) The intrinsic value is the pro forma equity attributable to LP units and REUs as of December 31, 2012 divided by the pro forma number of outstanding units of BPY (on a fully exchanged basis). (3) Cap rate compression relates to a reduction in the implied capitalization rate used to value our investment properties. 26

27 Brookfield Advantage

28 Access to Brookfield s global platform and expertise is a competitive advantage Brookfield is a global alternative asset manager with $181 billion AUM Brookfield profile Advantages to Brookfield Property Partners Global reach World class capabilities and capital relationships Best in class operating platforms Strong presence in current and targeted markets with solid track record, experience, relationships and reputation 500 investment professionals Access to investment expertise, strategic guidance and relationships 23,000 operating employees Provides real time access for opportunities, diligence and value creation capabilities Supportive, aligned corporate sponsor Significant capital partner in all investments with track record of creating shareholder value 28

29 Brookfield Property Partners relationship with Brookfield Relationship with Brookfield after spin-off Largest investor with an effective economic interest of approximately 92.5% (~$11B) General partner BPY has a board of seven directors, the majority of whom are independent of Brookfield Relationship Agreement Brookfield has agreed that BPY will be the primary entity through which Brookfield will make its investments in commercial property on a global basis Master Services Agreement Brookfield will provide executive oversight of the business managed by an experienced team of professionals that have a long established track record Brookfield will provide services relating to the origination of acquisitions, financings, business planning, and oversight and supervision of day to day management and administration activities Brookfield will be entitled to receive a base management fee and incentive distributions as BPY successfully grows 29

30 Security holders and managers interests are aligned Base management fee +/- covers manager s overhead Equity enhancement and incentive distribution fees reward equity appreciation and dividend distribution increases only Brookfield retains +/-$11B in invested equity in BPY making returns on equity the focus No fees paid by downstream entities (e.g. BPO, GGP, Rouse) for their activities Example if market value and distributions increase by 25% Component Basis Initial Fees Fees if market value & distributions increase by 25% Incremental Fees Base Management Fee Equity Enhancement Fee Compensation for overhead and management infrastructure 1.25% of increase in market capitalization of BPY $50m $ 50m None - $ 38m $ 38m Incentive Distribution Fee 15% of distributions over $1.10 per share 25% of dividends over $1.20 per share - - $ 6m $ 5m $ 6m $ 5m Total Fees Fees as % of Equity Base $ 50m 0.4% $ 99m 0.7% $ 49m +0.3% Equity Value of BPY $ 12.0b $ 15.0b +3.0b 30

31 Brookfield is in Brookfield Property Partners for the long haul, with an $11B initial investment and fees that align interests Brookfield Capital Investment Total Return Expectations Expected Annual Returns On Capital to Brookfield $11 billion 12% - 15% $1.2 - $1.5 billion Fee Returns to Brookfield Initial annual management fee Potential annual fees if market value and distributions increase by 25% $50 million / year $99 million / year 31

32 Conclusion

33 Brookfield Property Partners Value Proposition Unique Opportunity One of the world s largest public real estate platforms 98 msf of office and office development 156 msf of retail Attractive distribution profile Anticipated initial yield of ~4% per annum on initial IFRS equity value Initial payout ratio targeted at ~80% of FFO Well positioned for global growth Liquidity and access to capital Brookfield management and sponsorship Capital Securities & Units / Book Value 12%-15% target total returns Strong capitalization and highly competitive position Positioned in attractive and growing markets Enhanced scale and capitalization Efficient publicly traded partnership Dual listing on TSX and NYSE Diversification of investor base over time Significant incentive to grow business and increase distributions Strong track record of originating transactions aligned with growth strategy Experienced senior management team million / ~$12 billion Quantity Distribution ~ 1 unit of BPY for every Brookfield shares Book Value Per Unit ~ $

34 Brookfield Property Partners Management Team & Contacts

35 Investor Relations Contacts Contact Title Years in industry/ with affiliates Address Phone Number Ric Clark Chief Executive Officer 32/29 (212) Brian Kingston President & Chief Investment Officer 15/12 (212) Steve Douglas Chief Financial Officer 22/19 (212) (416) Melissa Coley Vice President, Investor Relations 25/25 (212)

36 Brookfield Property Partners Appendices & Case Studies

37 Brookfield Infrastructure Partners Case Study Transaction overview On January 31, 2008, Brookfield Asset Management announced the spin-off of Brookfield Infrastructure Partners LP ( BIP ), Brookfield s primary growth vehicle for the purchase of infrastructure assets Brookfield retained a 40% interest in BIP, while the remaining 60% interest was distributed to holders of Brookfield s Class A and B limited voting shares in the form of a special dividend Brookfield continued to participate in periodic BIP offerings and invest equity post-spin-off» $375 million on October 22, 2009» $200 million on October 26, 2011» $150 million on August 3, 2012 BIP has been an extremely successful investment for Brookfield» Since its spin-off, BIP has significantly outperformed the S&P 500, with total returns of 112.7% versus the S&P s 13.9%» Brookfield s aggregate investment of ~$1.0 billion in BIP has appreciated 78.3% to nearly $1.9 billion as of 12/4/2012 ($ in millions) Value of Brookfield investment in BIP over time (1) $2,000 $816 $1,858 $1,600 $1,200 $150 $200 $375 $800 $318 $400 $0 Indexed to 100 BIP total returns since spin-off (2) Jan-08 Apr-09 Jul-10 Sep-11 Dec-12 BIP: 112.7% S&P 500: 13.9% (1) Does not include returns from dividends. Current value based on 28.0% ownership of BIP s equity value as of 12/4/2012 (2) As of 12/4/

38 General Growth Properties ( GGP ) Case Study GGP is the second largest retail property REIT in the U.S., with interests in 126 regional malls comprising of ~129 million square feet of gross leasable space $545 sales per sq ft among U.S. malls Interest in 18 malls in Brazil, totaling 6.6 msf Investment Thesis Brookfield identified GGP as a recapitalization opportunity and started discussions with GGP in late 2008 to act as a sponsor Brookfield developed a restructuring plan that resulted in no impairment to creditors and partnered with the largest shareholders and the largest unsecured creditors to sponsor the plan In a highly competitive process, Brookfield succeeded as the cornerstone investor of the $8 billion recapitalization of GGP as part of the $30 billion restructuring, the largest real estate restructuring in North American history This represented a unique opportunity to acquire a significant position in GGP, the second largest mall owner in the U.S. with an irreplaceable retail platform of high quality regional malls at a substantial discount to stabilized net asset value, and to create value through operational improvements and strong capital management Value Creation Successfully proposed and led execution of the restructuring plan, including acting as a cornerstone investor Utilized innovative approach by providing a lead equity infusion and flexibility for GGP to raise additional capital, permitting stakeholders to maximize value Leveraged Brookfield s relationships with banks to create a capital structure that minimized equity dilution and led an equity offering at a 50% premium to investment cost within a month of GGP's recapitalization Since emergence, comparable tenant sales, occupancy and lease spreads across GGP s portfolio have continued to grow In January 2012, GGP completed the spin-off of a 30-mall portfolio to Rouse Properties, Inc. to allow GGP to focus on its remaining core portfolio of A grade malls 38

39 Optimal Structure Bermuda-based publicly traded partnership that owns holding corporations primarily in the U.S., Canada, Australia, Western Europe and Brazil Favorable structure relative to MLPs (1) Committed to structuring our activities to avoid generating income connected with the conduct of a trade or business (2) BPY MLP (1) Type of entity Publicly traded partnership Publicly traded partnership UBTI No Yes ECI No Yes U.S. tax slip issued K1 K1 Payout ratio 80% of FFO 80%-90% of distributable cash flow Incentive distributions 25% maximum 50% maximum (1) MLP is Master Limited Partnership (2) No assurance can be provided that the company and the Property Partnership will be free from UBTI (unrelated business taxable income) or ECI (effectively connected income) in the future. Source: Management estimates based on Barclays Capital Master Limited Partnerships MLP Trader Weekly 39

40 Brookfield Property Partners Important Cautionary Notes

41 Important Cautionary Notes A registration statement containing important information relating to the securities described in this presentation has been filed with the United States Securities and Exchange Commission. This presentation does not provide full disclosure of all material facts relating to the securities. Investors should read the registration statement for disclosure of those facts, especially risk factors relating to the units of Brookfield Property Partners L.P. ( BPY ). This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities. BPY units are being distributed as a special dividend and no securities are being sold and no proceeds will be raised. All operating and other statistical information is presented as if BPY will own 100% of each property in its portfolio, regardless of whether it will own all of the interests in each property. All amounts are in U.S. dollars unless otherwise specified. Unless otherwise indicated, the statistical and financial data in this document is presented as of December 31, All market data in this report is attributable to the following sources: Cushman & Wakefield, CB Richard Ellis, Jones Lang LaSalle, Richards, Barry, Joyce Partners, Delta Associates, CoStar, Colliers & Avison Young Cautionary Note Concerning Forward-Looking Statements This corporate profile contains certain forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements in this presentation include statements regarding the anticipated benefits of the spin-off of BPY, the quality of BPY s assets, BPY s anticipated financial performance, BPY s future growth prospects, BPY s ability to make distributions and the amount of such distributions, the impact of changes in the IFRS cap rate on the value of BPY's assets or units, BPY's five year plan and the impact that certain developments might have on BPY's intrinsic value, the listing and liquidity of BPY s units and BPY s access to capital. In some cases, forward-looking statements can be identified by terms such as anticipate, believe, could, estimate, expect, intend, may, plan, potential, should, will and would or the negative of those terms or other comparable terminology. 41

42 Important Cautionary Notes The forward-looking statements are based on Brookfield s beliefs, assumptions and expectations of BPY s future performance, taking into account all information currently available to it. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to Brookfield or within its control. If a change occurs, BPY s business, financial condition, liquidity and results of operations may vary materially from those expressed in the forward-looking statements. The following factors, among others, could cause actual results to vary from the forward-looking statements: changes in the general economy; the cyclical nature of the real estate industry; actions of competitors; failure to attract new tenants and enter into renewal or new leases with tenants on favorable terms; BPY s ability to derive fully anticipated benefits from future or existing acquisitions, joint ventures, investments or dispositions; actions or potential actions that could be taken by BPY s co-venturers, partners, fund investors or co-tenants; the bankruptcy, insolvency, credit deterioration or other default of BPY s tenants; actions or potential actions that could be taken by Brookfield; the departure of some or all of Brookfield s key professionals; the threat of litigation; changes to legislation and regulations; possible environmental liabilities and other possible liabilities; BPY s ability to obtain adequate insurance at commercially reasonable rates; BPY s financial condition and liquidity; downgrading of credit ratings and adverse conditions in the credit markets; changes in financial markets, foreign currency exchange, interest rates or political conditions; the general volatility of the capital markets and the market price of BPY s units; and other factors described in its registration statement, including those set forth under Item 3.D. in the Form 20-F Key Information Risk Factors, Item 5. Operating and Financial Review and Prospects and Item 4.B. Information on the Company Business Overview. Except as required by applicable law, Brookfield undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. 42

43 Brookfield Property Partners 2013