Brookfield Property Partners to Proceed With Second Stage Plan of Arrangement to Acquire Remaining Common Shares of Brookfield Office Properties

HAMILTON, BERMUDA--(Marketwired - Apr 24, 2014) - US$ unless otherwise specified -- Brookfield Property Partners L.P. (NYSE: BPY) (TSX: BPY.UN) ("Brookfield Property Partners" or "BPY") and Brookfield Office Properties Inc. (NYSE: BPO) (TSX: BPO) ("BPO") are pleased to announce that they have entered into a definitive agreement that provides for the acquisition by way of a plan of arrangement (the "Arrangement") of the remaining common shares of BPO for consideration per BPO common share of either 1.0 limited partnership unit of BPY or $20.34 cash, subject to pro-ration. The Arrangement follows the successful offer (the "Offer") by Brookfield Property Partners and its indirect subsidiaries Brookfield Office Properties Exchange LP ("Exchange LP") and Brookfield Property Split Corp. ("BOP Split" and together with Brookfield Property Partners and Exchange LP, the "Purchasers") to acquire common shares of BPO that resulted in the Purchasers owning approximately 89% of the BPO common shares on a fully diluted basis.

The Purchasers acquired 220,030,994 common shares of BPO pursuant to the Offer. Based on the number of BPO common shares acquired under the Offer, there remains $388,690,066.88 (20.8% of the aggregate cash available) and 38,814,826 limited partnership units (20.8% of the aggregate limited partnership units available) for payment to acquire the remaining outstanding shares of BPO pursuant to the Arrangement.

"We are pleased to be taking this final step to consolidate our global office properties under one platform and welcoming new investors in Brookfield Property Partners," said Ric Clark, Chief Executive Officer of Brookfield Property Group.

Preferred Shares under the Arrangement

Pursuant to the Arrangement, BPO Class A preference shares held by the public will be redeemed by BPO under the Arrangement for C$1.11111 per share. In addition, holders of outstanding BPO preference shares series G, H, J and K, which are convertible into BPO common shares, may exchange their shares for BOP Split preferred shares, subject to minimum listing requirements and a maximum of $25 million of BOP Split preferred shares issued per each of the four series of preferred shares. BOP Split has applied to list the BOP Split preferred shares on the Toronto Stock Exchange ("TSX"). Under the proposed Arrangement, holders who do not exchange their BPO preference shares series G, H, J and K for BOP Split preferred shares would continue to hold their BPO preference shares and the share conditions would be modified in order to make them exchangeable into BPY units rather than convertible into BPO common shares. There are no changes being made to the other BPO preference shares, which will not be affected by the Arrangement, and all the BPO preference shares outstanding following the Arrangement will continue to be listed on the TSX.