BROOKFIELD OFFICE PROPERTIES INC. C$275,000,000

Transcription

1 No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus supplement together with the short form base shelf prospectus dated August 29, 2016 to which it relates, as amended or supplemented, and each document incorporated by reference in the short form base shelf prospectus, as amended or supplemented, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act ), or the securities laws of any state of the United States. Accordingly, these securities may not be offered, sold or delivered, directly or indirectly, within the United States (as such term is defined in Regulation S under the U.S. Securities Act) (the United States ) except pursuant to transactions exempt from registration under the U.S. Securities Act and applicable state securities laws. This prospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within the United States. See Plan of Distribution. Information has been incorporated by reference in this prospectus supplement and the accompanying short form base shelf prospectus to which it relates, as amended or supplemented, from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the office of the Corporate Secretary of the Corporation at P.O. Box 770, Suite 330, Brookfield Place, 181 Bay Street, Toronto, Ontario, Canada, M5J 2T3 Telephone: (416) , and are also available electronically at PROSPECTUS SUPPLEMENT (to a Short Form Base Shelf Prospectus dated August 29, 2016) New Issue February 10, 2017 BROOKFIELD OFFICE PROPERTIES INC. C$275,000,000 11,000,000 Class AAA Preference Shares, Series EE Brookfield Office Properties Inc. (the Corporation ) is offering (the Offering ) 11,000,000 Class AAA Preference Shares, Series EE ( Series EE Shares ) at a price of C$25.00 per Series EE Share (the Offering Price ). For the initial period commencing on the Closing Date (as defined herein) and ending on and including March 31, 2022 (the Initial Fixed Rate Period ), the holders of Series EE Shares will be entitled to receive fixed cumulative preferential cash dividends, as and when declared by the board of directors (the Board of Directors ) of the Corporation, payable quarterly on the last day of March, June, September and December in each year at an annual rate equal to C$1.275 per share. The initial dividend, if declared, will be payable March 31, 2017 and will be C$ per share, based on the anticipated closing date of February 17, See Details of the Offering. For each five-year period after the Initial Fixed Rate Period (each a Subsequent Fixed Rate Period ), the holders of the Series EE Shares will be entitled to receive fixed cumulative preferential cash dividends, as and when declared by the Board of Directors, payable quarterly on the last day of March, June, September and December during the Subsequent Fixed Rate Period, in an annual amount per share determined by multiplying the Annual Fixed Dividend Rate (as defined herein) applicable to such Subsequent Fixed Rate Period by C$ The Annual Fixed Dividend Rate for each Subsequent Fixed Rate Period will be equal to the greater of: (i) the sum of the Government of Canada Yield (as defined herein) on the 30 th day prior to the first day of such Subsequent Fixed Rate Period plus 3.96%, and (ii) 5.10%. See Details of the Offering. Option to Convert Into Series FF Shares The holders of Series EE Shares will have the right, at their option, to convert their shares into Class AAA Preference Shares, Series FF (the Series FF Shares ) of the Corporation, subject to certain conditions, on March 31, 2022 and on March 31 every five years thereafter. The holders of Series FF Shares will be entitled to receive floating rate cumulative preferential cash dividends, as and when declared by the Board of Directors, payable quarterly on the last day of each Quarterly Floating Rate Period (as defined herein), in the amount per share determined by multiplying the applicable Floating Quarterly Dividend Rate (as defined herein) by C$ The Floating Quarterly Dividend Rate will be equal to the sum of the T-Bill Rate (as defined herein) plus 3.96% (calculated on the basis of the actual number of days elapsed in the applicable Quarterly Floating Rate Period divided by 365) determined on the 30th day prior to the first day of the applicable Quarterly Floating Rate Period. See Details of the Offering.

2 The Series EE Shares will not be redeemable by the Corporation prior to March 31, On March 31, 2022 and on March 31 every five years thereafter, subject to certain other restrictions set out in Details of the Offering Description of the Series EE Shares Restrictions on Dividends and Retirement and Issue of Shares, the Corporation may, at its option, on at least 30 days and not more than 60 days prior written notice, redeem for cash all or from time to time any part of the outstanding Series EE Shares for C$25.00 per Series EE Share, in each case together with all accrued and unpaid dividends up to but excluding the date fixed for redemption (less any tax required to be deducted and withheld by the Corporation). See Details of the Offering. The Series EE Shares and the Series FF Shares do not have a fixed maturity date and are not redeemable at the option of the holders thereof. See Risk Factors. The Series EE Shares and Series FF Shares will be fully and unconditionally guaranteed, jointly and severally, as to: (i) the payment of dividends, as and when declared, (ii) the payment of amounts due on redemption, and (iii) the payment of amounts due on the liquidation, dissolution or winding-up of the Corporation, by the following entities (hereinafter referred to as the Guarantors ): Brookfield Property Partners L.P. ( BPY ), Brookfield Property L.P. (the Holding LP ), Brookfield BPY Holdings Inc. ( CanHoldco ), Brookfield BPY Retail Holdings II Inc. ( CanHoldco 2 ), BPY Bermuda Holdings Limited ( Bermuda Holdco ), BPY Bermuda Holdings II Limited ( Bermuda Holdco 2 ), BPY Bermuda Holdings IV Limited ( Bermuda Holdco 4 ) and BPY Bermuda Holdings V Limited ( Bermuda Holdco 5 and, collectively with CanHoldco, CanHoldco 2, Bermuda Holdco, Bermuda Holdco 2 and Bermuda Holdco 4, the Holding Entities ). See Details of the Offering Description of the Series EE Shares Guarantee and Details of the Offering Description of the Series FF Shares Guarantee. Application has been made to list the Series EE Shares and the Series FF Shares on the Toronto Stock Exchange (the TSX ). Listing of the Series EE Shares and the Series FF Shares will be subject to the Corporation fulfilling all of the listing requirements of the TSX. The Series EE Shares have been assigned a provisional rating of Pfd-3, Stable Trend by DBRS Limited ( DBRS ) and a preliminary rating of P-3 (high) by Standard & Poor s Ratings Services, a division of The McGraw-Hill Companies (Canada) Corporation ( S&P ). See Ratings. There is currently no market through which these securities may be sold and purchasers may not be able to resell securities purchased under the short form prospectus. This may affect the pricing of the securities in the secondary market, the transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation. See Risk Factors. The Corporation s Class AAA Preference Shares, Series G, Series J, Series K, Series N, Series P, Series R, Series S, Series T, Series V, Series W, Series Y, Series AA and Series CC are listed on the TSX under the symbols BPO.PR.U, BPO.PR.J, BPO.PR.K, BPO.PR.N, BPO.PR.P, BPO.PR.R, BPO.PR.S, BPO.PR.T, BPO.PR.X, BPO.PR.W, BPO.PR.Y, BPO.PR.A and BPO.PR.C, respectively. On February 8, 2017, the last trading date before the date of the public announcement of the Offering, the closing sale prices of the Class AAA Preference Shares, Series G, Series J, Series K, Series N, Series P, Series R, Series S, Series T, Series V, Series W, Series AA and Series CC of the Corporation on the TSX were C$25.41, C$25.36, C$25.58, C$20.00, C$20.38, C$22.24, C$20.06, C$22.09, C$11.05, C$10.95, C$22.48 and C$26.88, respectively. The Corporation s Class AAA Preference Shares, Series Y did not trade on the TSX on that date. Price: C$25.00 per Series EE Share to yield initially 5.10% per annum Scotia Capital Inc. ( Scotia Capital ), CIBC World Markets Inc. ( CIBC WM ), RBC Dominion Securities Inc. ( RBC ) and TD Securities Inc. ( TD ) as co-lead underwriters, and BMO Nesbitt Burns Inc., National Bank Financial Inc., HSBC Securities (Canada) Inc., Desjardins Securities Inc., Manulife Securities Incorporated, Raymond James Ltd., Brookfield Financial Securities LP ( Brookfield Financial ) and Laurentian Bank Securities Inc. are acting as underwriters (collectively, the Underwriters ) of this Offering. The Underwriters, as principals, conditionally offer the Series EE Shares, subject to prior sale, if, as and when issued by the Corporation and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under Plan of Distribution and subject to the approval of certain legal matters on behalf of the Corporation by Torys LLP and on behalf of the Underwriters by Goodmans LLP. See Plan of Distribution.

3 Price to the Public Fees (1) Corporation (2) Net Proceeds to the Per Series EE Share... C$25.00 C$0.75 C$24.25 Total... C$275,000,000 C$8,250,000 C$266,750,000 (1) The Underwriters fee for the Series EE Shares is C$0.25 for each such share sold to certain institutions and C$0.75 per share for all other Series EE Shares sold by the Underwriters. The Underwriters fee indicated in the table assumes that no Series EE Shares are sold to such certain institutions. (2) After deducting the Underwriters fee, but before deducting the aggregate expenses of the Offering, estimated to be C$250,000, which, together with the Underwriters fee, will be paid by the Corporation. Brookfield Asset Management Inc. ( BAM ) is an affiliate of each of the Corporation and Brookfield Financial. Accordingly, the Corporation is a related issuer of Brookfield Financial within the meaning of applicable Canadian securities legislation. See Plan of Distribution. Investing in the Series EE Shares involves risks, certain of which are described under the heading Risk Factors and certain of which are described in the section Risk Factors in the Annual Report (as defined below), which is incorporated by reference in this prospectus supplement, and to the risks described in the annual reports on Form 20- F and management s discussion and analysis subsequently filed by BPY. See also Risk Factors beginning on page 18 of this prospectus supplement. The price of the Series EE Shares offered hereby was established by negotiation between the Corporation and the Underwriters, other than Brookfield Financial. In connection with this distribution, the Underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Series EE Shares at levels other than those which otherwise might prevail on the open market. Such transactions, if commenced, may be discontinued at any time. The Underwriters may offer the Series EE Shares at a lower price than stated above. See Plan of Distribution. Subscriptions for the Series EE Shares will be received by the Underwriters subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. It is expected that the closing of the Offering will take place on February 17, 2017 or on such other date as the Corporation and the Underwriters may agree (the Closing Date ), but not later than March 3, A book entry only certificate representing the Series EE Shares distributed hereunder will be issued in registered form only to CDS Clearing and Depository Services Inc. or its successor ( CDS ) or its nominee and will be deposited with CDS on the Closing Date. The Corporation understands that a purchaser of Series EE Shares will receive only a customer confirmation from the registered dealer who is a CDS participant and from or through whom the Series EE Shares are purchased. See Book Entry Only System. The Corporation s registered office is at P.O. Box 770, Suite 330, Brookfield Place, 181 Bay Street, Toronto, Ontario, Canada, M5J 2T3. The Corporation operates head offices in Toronto, New York, Sydney, London and Berlin.

4 TABLE OF CONTENTS Page IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS...1 FORWARD-LOOKING STATEMENTS...1 DOCUMENTS INCORPORATED BY REFERENCE...2 MARKETING MATERIALS...3 BROOKFIELD PROPERTY PARTNERS L.P...3 THE CORPORATION...3 EARNINGS COVERAGE RATIOS...4 TRADING PRICE AND VOLUME OF THE SECURITIES OF THE CORPORATION...4 PRIOR SALES...7 PLAN OF DISTRIBUTION...7 USE OF PROCEEDS...9 Page RATINGS...9 DETAILS OF THE OFFERING...9 BOOK ENTRY ONLY SYSTEM...17 RISK FACTORS...18 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS...19 ELIGIBILITY FOR INVESTMENT...22 LEGAL MATTERS...22 AUDITORS, TRANSFER AGENT AND REGISTRAR...22 PURCHASERS STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION...22 CERTIFICATE OF THE UNDERWRITERS...C-1 BASE SHELF PROSPECTUS Page INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT...1 EXEMPTIVE RELIEF...1 DOCUMENTS INCORPORATED BY REFERENCE...3 BROOKFIELD PROPERTY PARTNERS L.P...4 THE CORPORATION...5 CONSOLIDATING SUMMARY FINANCIAL INFORMATION...6 USE OF PROCEEDS...8 DESCRIPTION OF THE PREFERENCE SHARES...8 DESCRIPTION OF THE DEBT SECURITIES...8 Page PLAN OF DISTRIBUTION...16 RISK FACTORS...16 LEGAL MATTERS...17 INTEREST OF EXPERTS...17 SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES...17 PURCHASER S STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION...18 CERTIFICATE OF THE ISSUER...C-1 CERTIFICATE OF THE GUARANTORS...C-2

5 You should rely only on the information contained in or incorporated by reference in this prospectus supplement (the prospectus supplement ) and the accompanying short form base shelf prospectus of the Corporation dated August 29, 2016 (the Prospectus ). The Corporation has not authorized anyone to provide you with different information. You should not assume that the information contained in this prospectus supplement or the accompanying Prospectus is accurate as of any date other than the date on the front of this prospectus supplement. This document may only be used where it is legal to sell these securities. IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS This document is in two parts. The first is the prospectus supplement, which describes the specific terms of the Series EE Shares. The second part, the accompanying Prospectus, gives more general information, some of which may not apply to the Series EE Shares that the Corporation is currently offering. Generally, the term prospectus refers to both parts combined. Unless the context requires otherwise, when used in this prospectus supplement, the terms we, us and our refer to, collectively, BPY, the Holding LP and the subsidiaries of the Holding LP, including the Holding Entities and the Corporation. All references in this prospectus supplement to dollars, $ or US$ are to United States dollars unless otherwise noted. All references to Canadian dollars or C$ are to Canadian dollars. If the description of the Series EE Shares varies between this prospectus supplement and the accompanying Prospectus, you should rely on the information in this prospectus supplement. FORWARD-LOOKING STATEMENTS This prospectus supplement, the Prospectus and the documents incorporated by reference in this prospectus supplement and the Prospectus contain forward-looking information and other forward-looking statements within the meaning of Canadian and United States securities laws. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, include statements regarding our operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook, as well as the outlook for North American and international economies for the current fiscal year and subsequent periods, and include words such as expects, anticipates, plans, believes, estimates, seeks, intends, targets, projects, forecasts, likely, or negative versions thereof and other similar expressions, or future or conditional verbs such as may, will, should, would and could. Although we believe that our anticipated future results, performance, achievements, plans and strategies expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, investors should not place undue reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors, many of which are beyond our control, which may cause our actual results, performance, achievements, plans or strategies to differ materially from anticipated future results, performance, achievements, plans or strategies expressed or implied by such forward-looking statements and information. Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include, but are not limited to: risks incidental to the ownership and operation of real estate properties including local real estate conditions; the impact (whether anticipated or unanticipated) of general economic, political and market factors in the countries in which we do business; the ability to enter into new leases or renew leases on favourable terms; business competition; dependence on tenants financial condition; the use of debt to finance our business; the behavior of financial markets, including fluctuations in interest and foreign exchanges rates; uncertainties of real estate development or redevelopment; global equity and capital markets and the availability of equity and debt financing and refinancing within these markets; risks relating to our insurance coverage; the possible impact of international conflicts and other developments including terrorist acts; potential environmental liabilities; changes in tax laws and other tax related risks; dependence on management personnel; illiquidity of investments; the ability to complete and effectively integrate acquisitions into existing operations and the ability to attain expected benefits therefrom; operational and reputational risks; catastrophic events, such as earthquakes and hurricanes; and other risks and factors detailed from time to time in the Annual Report (as defined below) and other documents filed with the securities regulatory authorities in Canada and the United States, as applicable. In light of these factors, events underlying our forward-looking statements and information might not occur as anticipated or at all. 1

6 We caution that the foregoing list of important factors that may affect future results is not exhaustive. When relying on our forward-looking statements or information, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Please keep this cautionary note in mind as you read this prospectus supplement, the Prospectus and the documents incorporated by reference in this prospectus supplement and the Prospectus. Except as required by law, we disclaim any and undertake no obligation to publicly update or revise any forwardlooking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise. DOCUMENTS INCORPORATED BY REFERENCE This prospectus supplement is deemed to be incorporated by reference into the accompanying Prospectus solely for the purpose of this Offering. Other documents are also incorporated, or are deemed to be incorporated, by reference in the Prospectus and reference should be made to the Prospectus for full particulars thereof. The following documents of BPY or the Corporation, as applicable, which have been filed with the securities regulatory authorities in Canada and filed with, or furnished to, the U.S. Securities and Exchange Commission (the SEC ) are specifically incorporated by reference in, and form an integral part of, this prospectus supplement: 1. BPY s annual report on Form 20-F for the fiscal year ended December 31, 2015 filed on March 16, 2016 (the Annual Report ); 2. BPY s management proxy circular dated February 23, 2015 in connection with its special meeting of unitholders; 3. BPY s unaudited interim condensed consolidated financial statements as of September 30, 2016 and December 31, 2015 and for the three and nine months ended September 30, 2016 and 2015 and management s discussion and analysis thereon; 4. BPY s news release dated February 3, 2017 in respect of BPY s unaudited financial results for the fourth quarter and year ended December 31, 2016; 5. the template version of the initial term sheet for the Offering dated February 9, 2017 (the Initial Term Sheet ); and 6. the template version of the revised term sheet dated February 9, 2017 (the Revised Term Sheet, and together with the Initial Term Sheet, the Marketing Materials ). The Initial Term Sheet reflected an offering amount of C$200,000,000 (8,000,000 Series EE Shares) and an Underwriters option exercisable at the issue price, in whole or in part, up to two business days prior to closing, to purchase up to 2,000,000 additional Series EE Shares. The terms of this Offering have been confirmed, including to reflect an offering amount of C$275,000,000 (11,000,000 Series EE Shares) and the removal of the Underwriters option. Pursuant to subsection 9A.3(7) of National Instrument Shelf Distributions, the Corporation prepared the Revised Term Sheet reflecting the modifications discussed above, and a blackline has been prepared to show the modified statements. A copy of the Revised Term Sheet and blackline can be found under the Corporation s profile on Any documents (a) of the type described in Section 11.1 of Form F1 Short Form Prospectus (in the case of an annual information form consisting of an annual report on Form 20-F (and any amendment thereto), and any template version of marketing materials (each as defined in National Instrument General Prospectus Requirements) or (b) that relate to the conditions of the exemptive relief obtained by the Corporation dated July 27, 2016 from or on behalf of each of the securities regulatory authorities in each of the provinces and territories of Canada described under the heading Exemptive Relief in the Prospectus filed by BPY and, if applicable, the Corporation, with the securities regulatory authorities in Canada subsequent to the date of this prospectus supplement and prior to termination of the Offering shall be deemed to be incorporated by reference into this prospectus supplement. In addition, all other annual reports filed by BPY with the SEC on Form 20-F and any Form 6-K filed or furnished by BPY that is identified in such form as being incorporated by reference in each case subsequent to the date of this prospectus supplement and prior to the termination of this offering, are incorporated by reference into this prospectus supplement as of the date of the filing of such documents. Pursuant to a decision dated August 16, 2016 issued by the Québec Autorité des marchés financiers, the Corporation has obtained relief from the requirement to translate into the French language all exhibits to documents incorporated by reference in the Prospectus or this prospectus supplement that were prepared pursuant to the United States Securities Exchange Act of 1934, as amended, to the extent that such exhibits do not themselves constitute or contain documents that 2

7 are otherwise required to be incorporated by reference in the Prospectus or this prospectus supplement pursuant to National Instrument Short Form Prospectus Distributions. Any statement contained in this prospectus supplement, the Prospectus or in a document incorporated or deemed to be incorporated by reference herein or therein shall be deemed to be modified or superseded for the purposes of this prospectus supplement or the Prospectus, as the case may be, to the extent that a statement contained in this prospectus supplement, the Prospectus, or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein or therein, modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement or the Prospectus. Copies of the documents incorporated herein by reference may be obtained on request without charge from the office of the Corporate Secretary of the Corporation at Suite 330, Brookfield Place, 181 Bay Street, Toronto, Ontario, Canada, M5J 2T3 Telephone: (416) , and are also available electronically at MARKETING MATERIALS The Marketing Materials are not part of this prospectus supplement to the extent that the contents of the Marketing Materials have been modified or superseded by a statement contained in this prospectus supplement. Any template version of marketing materials (as defined in National Instrument General Prospectus Requirements) filed after the date of this prospectus supplement and before the termination of the distribution under the Offering (including any amendments to, or an amended version of, the Marketing Materials) is deemed to be incorporated by reference into this prospectus supplement. BROOKFIELD PROPERTY PARTNERS L.P. BPY was established on January 3, 2013 as a Bermuda exempted limited partnership registered under the Bermuda Limited Partnership Act of 1883, as amended, and the Bermuda Exempted Partnerships Act of 1992, as amended. BPY s head and registered office is 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda and its telephone number is BPY is one of the world s largest commercial real estate companies, with approximately US$65 billion in total assets. BPY is a leading owner, operator and investor in commercial property assets, with a diversified portfolio that includes 142 premier office properties and 127 best-in-class retail malls around the world. BPY also holds interests in multifamily, triple net lease, industrial, hospitality, self-storage and student housing assets. BPY s sole direct investment is its managing general partnership interest in the Holding LP, which holds BPY s interests in commercial and other income producing property operations through its holding entities and operating entities. BPY anticipates that the only distributions it will receive in respect of its managing general partnership interests in the Holding LP will consist of amounts that are intended to assist BPY in making distributions to its unitholders in accordance with its distribution policy and to allow it to pay expenses as they become due. Distributions to partners of BPY will be made only as determined by the general partner of BPY, Brookfield Property Partners Limited in its sole discretion. THE CORPORATION The Corporation is a subsidiary of BPY. The Corporation owns, develops and manages premier office properties in the United States, Canada, Australia and Europe. The Corporation s portfolio is comprised of interests in 116 properties totaling 88 million square feet in the downtown cores of New York, Washington, D.C., Houston, Los Angeles, Toronto, Calgary, Ottawa, London, Berlin, Sydney, Melbourne and Perth, making the Corporation the global leader in the ownership and management of office assets. Landmark properties include Brookfield Places in New York City, Toronto and Perth, Bank of America Plaza in Los Angeles, Bankers Hall in Calgary and Darling Park in Sydney. For further information on the Corporation, see The Corporation in the Prospectus. 3

8 EARNINGS COVERAGE RATIOS BPY s dividend requirements on all of the preferred shares and preferred units issued or guaranteed by BPY (including the Class AAA Preference Shares) (the Preferred Securities ) for the 12 months ended December 31, 2015 and September 30, 2016 amounted to US$292 million and US$288 million, respectively, after giving effect to the issuance, repurchase, redemption or other retirement of any of the Preferred Securities since the end of the respective period, as if such event had occurred at the beginning of each period, and adjusted to a before tax equivalent using an effective tax rate of 26.5%. BPY s borrowing cost requirements for the 12 months ended December 31, 2015 and September 30, 2016 amounted to US$1,623 million and US$1,705 million, respectively, after giving effect to the issuance, repayment, redemption or other retirement of all financial liabilities since the end of the respective period, as if such event had occurred at the beginning of each period. BPY s profit or loss attributable to unitholders before borrowing costs and income tax for the 12 months ended December 31, 2015 and September 30, 2016 was US$4,543 million and US$3,832 million, respectively, which is 2.4 times and 1.9 times BPY s aggregate dividend and borrowing cost requirements for the respective periods. TRADING PRICE AND VOLUME OF THE SECURITIES OF THE CORPORATION The Common Shares, Class A Preference Shares, Series A and B, Class AA Preference Shares, Series E, Class AAA Preference Shares, Series E, X and Z, and Class B Preference Shares, Series 1 and 2 of the Corporation are not listed on an exchange. The Class AAA Preference Shares, Series G, J, K, N, P, R, S, T, V, W, Y, AA and CC of the Corporation are listed on the TSX under the symbols BPO.PR.U, BPO.PR.J, BPO.PR.K, BPO.PR.N, BPO.PR.P, BPO.PR.R, BPO.PR.S, BPO.PR.T, BPO.PR.X, BPO.PR.W, BPO.PR.Y, BPO.PR.A and BPO.PR.C, respectively. The following table sets forth the reported high and low trading prices and trading volumes of the Class AAA preference shares, Series G and Class AAA preference shares, Series J as reported by the TSX for the periods indicated. Class AAA Preference Shares, Series G Class AAA Preference Shares, Series J Price Per Share (C$) Price Per Share (C$) Period High Low Volume High Low Volume 2017 February (to February 8) , ,837 January , , December , ,784 November , ,676 October , ,421 September , ,911 August , ,030 July , ,286 June , ,519 May , ,801 April , ,808 March , ,338 February , ,573 4

9 The following table sets forth the reported high and low trading prices and trading volumes of the Class AAA preference shares, Series K and Class AAA preference shares, Series N as reported by the TSX for the periods indicated. Class AAA Preference Shares, Series K Class AAA Preference Shares, Series N Price Per Share (C$) Price Per Share (C$) Period High Low Volume High Low Volume 2017 February (to February 8) , ,274 January , , December , ,007 November , ,874 October , ,774 September , ,936 August , ,064 July , ,484 June , ,351 May , ,145 April , ,515 March , ,101 February , ,126 The following table sets forth the reported high and low trading prices and trading volumes of the Class AAA preference shares, Series P and Class AAA preference shares, Series R as reported by the TSX for the periods indicated. Class AAA Preference Shares, Series P Class AAA Preference Shares, Series R Price Per Share (C$) Price Per Share (C$) Period High Low Volume High Low Volume 2017 February (to February 8) , ,390 January , , December , ,871 November , ,299 October , ,567 September , ,503 August , ,261 July , ,346 June , ,629 May , ,231 April , ,405 March , ,452 February , ,749 5

10 The following table sets forth the reported high and low trading prices and trading volumes of the Class AAA preference shares, Series S and Class AAA preference shares, Series T as reported by the TSX for the periods indicated. Class AAA Preference Shares, Series S (1) Class AAA Preference Shares, Series T Price Per Share (C$) Price Per Share (C$) Period High Low Volume High Low Volume 2017 February (to February 8) , ,806 January , , December , ,413 November , ,072 October , ,714 September... N/A N/A N/A ,659 August... N/A N/A N/A ,343 July... N/A N/A N/A ,461 June... N/A N/A N/A ,447 May... N/A N/A N/A ,352 April... N/A N/A N/A ,857 March... N/A N/A N/A ,408 February... N/A N/A N/A ,798 The following table sets forth the reported high and low trading prices and trading volumes of the Class AAA preference shares, Series V and Class AAA preference shares, Series W as reported by the TSX for the periods indicated. Class AAA Preference Shares, Series V Class AAA Preference Shares, Series W Price Per Share (C$) Price Per Share (C$) Period High Low Volume High Low Volume 2017 February (to February 8) , ,088 January , , December , ,303 November , ,391 October , ,350 September , ,303 August , ,191 July , ,490 June , ,811 May , ,351 April , ,991 March , ,900 February , ,651 6

11 The following table sets forth the reported high and low trading prices and trading volumes of the Class AAA preference shares, Series Y and Class AAA preference shares, Series AA as reported by the TSX for the periods indicated. Class AAA Preference Shares, Series Y Class AAA Preference Shares, Series AA Price Per Share (C$) Price Per Share (C$) Period High Low Volume High Low Volume 2017 February (to February 8) , ,446 January , , December , ,673 November , ,337 October , ,197 September , ,544 August , ,771 July , ,786 June , ,574 May , ,769 April , ,207 March , ,455 February , ,831 The following table sets forth the reported high and low trading prices and trading volumes of the Class AAA preference shares, Series CC as reported by the TSX for the periods indicated. Class AAA Preference Shares, Series CC (2) Price Per Share (C$) Period High Low Volume 2017 February (to February 8) ,962 January , December ,457 November ,822 October ,557 September ,418 August ,542 July ,796 June ,454 May ,891 April ,102,682 March... N/A N/A N/A February... N/A N/A N/A Note: (1) The Class AAA Preference Shares Series S were issued on September 30, 2016 (2) The Class AAA Preference Shares Series CC were issued on April 27, 2016 PRIOR SALES On April 27, 2016, the Corporation issued 8,000,000 Series CC Shares at a price of C$25.00 per Series CC Share. On September 30, 2016, the Corporation issued 1,116,575 Series S Shares as a result of conversion rights exercised by some of the holders of Class AAA preference shares, Series R. The Corporation has not issued any other Class AAA Preference Shares in the 12 month period before the date of this prospectus supplement. PLAN OF DISTRIBUTION Under an agreement (the Underwriting Agreement ) dated February 10, 2017 between the Corporation and the Underwriters, the Corporation has agreed to issue and sell, and the Underwriters have agreed to purchase, on February 17, 2017 or on such other date as may be agreed, but in any event not later than March 3, 2017 subject to compliance with all necessary legal requirements and to the terms and conditions contained in the Underwriting Agreement, 11,000,000 Series EE Shares at a price of C$25.00 per share for an aggregate price of C$275,000,000, payable in cash to the Corporation against delivery. The Underwriting Agreement provides that the Corporation will pay to the Underwriters a fee of C$0.25 per 7

12 share for Series EE Shares sold to certain institutions and C$0.75 per share for all other Series EE Shares purchased by the Underwriters, in consideration for their services in connection with the Offering. The obligations of the Underwriters under the Underwriting Agreement are several and may be terminated at their discretion on the basis of their assessment of the state of the financial markets and may also be terminated on the occurrence of certain stated events. The Underwriters are, however, obligated to take up and pay for all of the Series EE Shares offered hereby if any of the Series EE Shares are purchased under the Underwriting Agreement. If an Underwriter fails to purchase the Series EE Shares which it has agreed to purchase, any one or more of the other Underwriters may, but is not obligated to (unless the number of Series EE Shares which an Underwriter or Underwriters fail to purchase amounts to 10% or less of the total number of Series EE Shares to be purchased by the Underwriters), purchase such Series EE Shares. The Corporation is not obligated to sell less than all of the Series EE Shares. The Offering Price and other terms of the Offering for the Series EE Shares were determined by negotiation between the Corporation and the Underwriters, other than Brookfield Financial. The Underwriters propose to offer the Series EE Shares initially at the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Series EE Shares at the Offering Price, the offering price of the Series EE Shares may be decreased, and further changed from time to time, to an amount not greater than the Offering Price and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Series EE Shares is less than the gross proceeds paid by the Underwriters to the Corporation. Application has been made to list the Series EE Shares and the Series FF Shares on the TSX. Listing of the Series EE Shares and the Series FF Shares will be subject to the Corporation fulfilling all of the listing requirements of the TSX. Pursuant to the terms of the Underwriting Agreement, subject to certain exceptions, the Corporation, has agreed not to sell, announce its intention to sell, or authorize or issue, any preference shares of the Corporation, other than the Series EE Shares, during the period commencing on the date of this prospectus supplement and ending 90 days after the Closing Date, without the prior written consent of Scotia Capital, CIBC WM, RBC and TD on behalf of the Underwriters, such consent not to be unreasonably withheld. Pursuant to applicable policy statements of the Autorité des marchés financiers and the Ontario Securities Commission, the Underwriters may not, throughout the period of distribution, bid for or purchase the Series EE Shares. The foregoing restriction is subject to exceptions, on the condition that the bid or purchase not be engaged in for the purpose of creating actual or apparent active trading in, or raising the price of, the Series EE Shares. These exceptions include bids or purchases permitted under the Universal Market Integrity Rules for Canadian marketplaces of the Investment Industry Regulatory Organization of Canada relating to market stabilization and passive market making activities and bids or purchases made for and on behalf of a customer where the order was not solicited during the period of distribution. The Corporation has agreed to indemnify the Underwriters against certain liabilities, including liabilities under applicable Canadian securities legislation. Neither the Series EE Shares nor the Series FF Shares have been or will be registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act ), or any U.S. state securities laws and, subject to certain exceptions, may not be offered or sold in the United States or to U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act). This prospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy any of the Series EE Shares or the Series FF Shares in the United States or to U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act). Certain of the Underwriters and/or their affiliates have performed investment banking and advisory services for the Corporation and its affiliates from time to time for which they have received customary fees and expenses. The Underwriters and/or their affiliates may, from time to time, engage in transactions with, or perform services for, the Corporation and its affiliates in the ordinary course of business and receive fees in connection therewith. BAM is an affiliate of each of the Corporation and Brookfield Financial. Accordingly, the Corporation is a related issuer of Brookfield Financial within the meaning of applicable Canadian securities legislation. Brookfield Financial will not receive any direct benefit in connection with the Offering, other than its portion of the fee payable by the Corporation to the Underwriters. Brookfield Financial did not propose the Offering to the Corporation. The Underwriters, other than Brookfield Financial, negotiated the structure and price of the Offering and coordinated the due diligence activities for the Offering. 8

13 USE OF PROCEEDS The net proceeds from the Offering will be C$266,750,000 assuming that no Series EE Shares are sold to those institutions to which reduced Underwriters fees apply. See Plan of Distribution. The Corporation intends to use the net proceeds of this Offering for general corporate purposes which may include the redemption of existing preferred shares. See Risk Factors Risk Factors Specific to the Offering. RATINGS The Series EE Shares have been assigned a provisional rating of Pfd-3, Stable Trend by DBRS and a preliminary rating of P-3 (high) by S&P. The DBRS rating of Pfd-3 is the middle sub-category within the third highest rating of the five standard categories of ratings utilized by DBRS for preferred shares. A rating trend that is Stable acts as a signal indicating that the rating is secure and that the trend is stable according to active surveillance and performance updates. A P- 3 (high) rating by S&P is the first of the three sub-categories within the third highest rating of the eight standard categories of ratings utilized by S&P for preferred shares. Credit ratings are intended to provide investors with an independent assessment of the credit quality of an issue or issuer of securities and do not speak to the suitability of particular securities for any particular investor. The credit ratings assigned to the Series EE Shares may not reflect the potential impact of all risks on the value of the Series EE Shares. A rating is therefore not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the rating agency. Prospective investors should consult the relevant rating organization with respect to the interpretation and implications of the ratings. The Corporation has paid customary rating fees to DBRS and S&P in connection with the above-mentioned ratings and will pay customary rating fees to DBRS and S&P in connection with the confirmation of such ratings for purposes of this Offering. In addition, the Corporation has made customary payments in respect of certain other services provided to the Corporation by each of DBRS and S&P during the last two years. Description of the Series EE Shares DETAILS OF THE OFFERING The following is a summary of certain provisions attaching to the Series EE Shares as a series. Definition of Terms The following definitions are relevant to the Series EE Shares. Annual Fixed Dividend Rate means, for any Subsequent Fixed Rate Period, the annual rate (expressed as a percentage rate rounded down to the nearest one hundred-thousandth of one percent (with % being rounded up)) equal to the greater of: (i) the sum of the Government of Canada Yield on the applicable Fixed Rate Calculation Date plus 3.96%, and (ii) 5.10%. Bloomberg Screen GCAN5YR Page means the display designated as page GCAN5YR<INDEX> on the Bloomberg Financial L.P. service (or such other page as may replace the GCAN5YR page on that service) for purposes of displaying Government of Canada bond yields. Fixed Rate Calculation Date means, for any Subsequent Fixed Rate Period, the 30 th day prior to the first day of such Subsequent Fixed Rate Period. Government of Canada Yield on any date means the yield to maturity on such date (assuming semi-annual compounding) of a Canadian dollar denominated non-callable Government of Canada bond with a term to maturity of five years as quoted as of 10:00 a.m. (Toronto time) on such date and which appears on the Bloomberg Screen GCAN5YR Page on such date; provided that, if such rate does not appear on the Bloomberg Screen GCAN5YR Page on such date, the Government of Canada Yield will mean the average of the yields determined by two registered Canadian investment dealers selected by the Corporation, as being the yield to maturity on such date (assuming semi-annual compounding) which a Canadian dollar denominated non-callable Government of Canada bond would carry if issued in Canadian dollars at 100% of its principal amount on such date with a term to maturity 9

14 Issue Price Dividends of five years. Initial Fixed Rate Period means the period commencing on the Closing Date and ending on and including March 31, Subsequent Fixed Rate Period means for the initial Subsequent Fixed Rate Period, the period commencing on April 1, 2022 and ending on and including March 31, 2027 and for each succeeding Subsequent Fixed Rate Period, the period commencing on the day immediately following the end of the immediately preceding Subsequent Fixed Rate Period and ending on and including March 31 in the fifth year thereafter. The Series EE Shares will have an issue price of C$25.00 per share. During the Initial Fixed Rate Period, the holders of the Series EE Shares will be entitled to receive fixed cumulative preferential cash dividends, as and when declared by the Board of Directors, payable quarterly on the last day of March, June, September and December in each year during the Initial Fixed Rate Period (or if such date is not a business day, the immediately following business day), at an annual rate equal to C$1.275 per share. The initial dividend, if declared, will be payable March 31, 2017 and will be C$ per share, based on the anticipated Closing Date of February 17, During each Subsequent Fixed Rate Period, the holders of Series EE Shares will be entitled to receive fixed cumulative preferential cash dividends, as and when declared by the Board of Directors, payable quarterly on the last day of March, June, September and December in each year during the Subsequent Fixed Rate Period (or if such date is not a business day, the immediately following business day), in an annual amount per share determined by multiplying the Annual Fixed Dividend Rate applicable to such Subsequent Fixed Rate Period by C$ The Annual Fixed Dividend Rate applicable to a Subsequent Fixed Rate Period will be determined by the Corporation on the Fixed Rate Calculation Date. Such determination will, in the absence of manifest error, be final and binding upon the Corporation and upon all holders of Series EE Shares. The Corporation will, on the Fixed Rate Calculation Date, give written notice of the Annual Fixed Dividend Rate for the ensuing Subsequent Fixed Rate Period to the registered holders of the then outstanding Series EE Shares. Payments of dividends and other amounts in respect of the Series EE Shares will be made by the Corporation to CDS, or its nominee, as the case may be, as registered holder of the Series EE Shares. As long as CDS, or its nominee, is the registered holder of the Series EE Shares, CDS, or its nominee, as the case may be, will be considered the sole owner of the Series EE Shares for the purposes of receiving payment on the Series EE Shares. Redemption The Series EE Shares will not be redeemable by the Corporation prior to March 31, On March 31, 2022 and on March 31 every five years thereafter (or, if such date is not a business day, the immediately following business day), and subject to certain other restrictions set out in Description of the Series EE Shares Restrictions on Dividends and Retirement and Issue of Shares, the Corporation may, at its option, on at least 30 days and not more than 60 days prior written notice, redeem all or from time to time any part of the outstanding Series EE Shares by payment in cash of a per share sum equal to C$25.00, in each case together with all accrued and unpaid dividends up to but excluding the date fixed for redemption (less any tax required to be deducted and withheld by the Corporation). If less than all of the outstanding Series EE Shares are to be redeemed, the shares to be redeemed shall be selected on a pro rata basis disregarding fractions or, if such shares are at such time listed on such exchange, with the consent of the TSX, in such manner as the Board of Directors in its sole discretion may, by resolution, determine. The Series EE Shares do not have a fixed maturity date and are not redeemable at the option of the holders of Series EE Shares. See Risk Factors. 10