Exhibit 99.2

















Portfolio by City

Brookfield Canada Office Properties’
portfolio is composed of interests in 27 premier office properties totaling 20.4 million square feet, including 4.0 million square
feet of parking and other. Landmark properties include Brookfield Place Toronto and First Canadian Place in Toronto and Bankers
Hall in Calgary. Our development portfolio consists of 980,000 square feet and 1.4 million square feet in the downtown cores of
Toronto and Calgary, respectively.



|(Square feet in 000’s)               |  | Number of Properties |    |  | Leased % |  |       | Office |  |  | Retail |  |  | Leasable Area |       |  | Parking and Other |  |        | Total |  |  | Ownership Interest % |  |  | Owned Interest |       
|------------------------------------ |  | -------------------- | -- |  | -------- |  | ----- | ------ |  |  | ------ |  |  | ------------- | ----- |  | ----------------- |  | ------ | ----- |  |  | -------------------- |  |  | -------------- | ------
|TORONTO                              |  |                      |    |  |          |  |       |        |  |  |        |  |  |               |       |  |                   |  |        |       |  |  |                      |  |  |                |       
|Brookfield Place Toronto             |  |                      |    |  |          |  |       |        |  |  |        |  |  |               |       |  |                   |  |        |       |  |  |                      |  |  |                |       
|Bay Wellington Tower                 |  |                      | 1  |  |          |  | 96.7  | %      |  |  | 1,297  |  |  |               | 44    |  |                   |  | 1,341  |       |  |  | 68                   |  |  |                | 1,409 
|Retail & Parking(1)                  |  |                      | 1  |  |          |  | 92.5  | %      |  |  | —      |  |  |               | 52    |  |                   |  | 52     |       |  |  | 503                  |  |  |                | 555   
|First Canadian Place                 |  |                      | 1  |  |          |  | 90.3  | %      |  |  | 2,380  |  |  |               | 240   |  |                   |  | 2,620  |       |  |  | 215                  |  |  |                | 2,835 
|Bay Adelaide West                    |  |                      | 1  |  |          |  | 87.1  | %      |  |  | 1,156  |  |  |               | 33    |  |                   |  | 1,189  |       |  |  | 408                  |  |  |                | 1,597 
|Exchange Tower                       |  |                      | 1  |  |          |  | 91.9  | %      |  |  | 962    |  |  |               | 68    |  |                   |  | 1,030  |       |  |  | 203                  |  |  |                | 1,233 
|Hudson's Bay Centre                  |  |                      | 1  |  |          |  | 96.0  | %      |  |  | 533    |  |  |               | 212   |  |                   |  | 745    |       |  |  | 175                  |  |  |                | 920   
|2 Queen St. East                     |  |                      | 1  |  |          |  | 100.0 | %      |  |  | 448    |  |  |               | 16    |  |                   |  | 464    |       |  |  | 71                   |  |  |                | 535   
|Queen’s Quay Terminal                |  |                      | 1  |  |          |  | 96.8  | %      |  |  | 429    |  |  |               | 55    |  |                   |  | 484    |       |  |  | 27                   |  |  |                | 511   
|105 Adelaide St. West                |  |                      | 1  |  |          |  | 99.9  | %      |  |  | 177    |  |  |               | 7     |  |                   |  | 184    |       |  |  | 31                   |  |  |                | 215   
|HSBC Building                        |  |                      | 1  |  |          |  | 99.8  | %      |  |  | 194    |  |  |               | —     |  |                   |  | 194    |       |  |  | 34                   |  |  |                | 228   
|22 Front St. West                    |  |                      | 1  |  |          |  | 99.9  | %      |  |  | 137    |  |  |               | 7     |  |                   |  | 144    |       |  |  | 2                    |  |  |                | 146   
|                                     |  |                      | 11 |  |          |  | 93.1  | %      |  |  | 7,713  |  |  |               | 734   |  |                   |  | 8,447  |       |  |  | 1,737                |  |  |                | 10,184
|OTTAWA                               |  |                      |    |  |          |  |       |        |  |  |        |  |  |               |       |  |                   |  |        |       |  |  |                      |  |  |                |       
|Place de Ville I                     |  |                      | 2  |  |          |  | 89.6  | %      |  |  | 571    |  |  |               | 11    |  |                   |  | 582    |       |  |  | 365                  |  |  |                | 947   
|Place de Ville II                    |  |                      | 2  |  |          |  | 91.0  | %      |  |  | 598    |  |  |               | 11    |  |                   |  | 609    |       |  |  | 330                  |  |  |                | 939   
|Jean Edmonds Towers                  |  |                      | 2  |  |          |  | 99.8  | %      |  |  | 542    |  |  |               | 10    |  |                   |  | 552    |       |  |  | 110                  |  |  |                | 662   
|                                     |  |                      | 6  |  |          |  | 93.3  | %      |  |  | 1,711  |  |  |               | 32    |  |                   |  | 1,743  |       |  |  | 805                  |  |  |                | 2,548 
|CALGARY                              |  |                      |    |  |          |  |       |        |  |  |        |  |  |               |       |  |                   |  |        |       |  |  |                      |  |  |                |       
|Bankers Hall                         |  |                      | 3  |  |          |  | 98.8  | %      |  |  | 1,939  |  |  |               | 223   |  |                   |  | 2,162  |       |  |  | 482                  |  |  |                | 2,644 
|Bankers Court                        |  |                      | 1  |  |          |  | 100.0 | %      |  |  | 257    |  |  |               | 7     |  |                   |  | 264    |       |  |  | 70                   |  |  |                | 334   
|Suncor Energy Centre                 |  |                      | 2  |  |          |  | 100.0 | %      |  |  | 1,706  |  |  |               | 25    |  |                   |  | 1,731  |       |  |  | 348                  |  |  |                | 2,079 
|Fifth Avenue Place                   |  |                      | 2  |  |          |  | 99.5  | %      |  |  | 1,428  |  |  |               | 49    |  |                   |  | 1,477  |       |  |  | 294                  |  |  |                | 1,771 
|                                     |  |                      | 8  |  |          |  | 99.4  | %      |  |  | 5,330  |  |  |               | 304   |  |                   |  | 5,634  |       |  |  | 1,194                |  |  |                | 6,828 
|VANCOUVER                            |  |                      |    |  |          |  |       |        |  |  |        |  |  |               |       |  |                   |  |        |       |  |  |                      |  |  |                |       
|Royal Centre                         |  |                      | 1  |  |          |  | 97.0  | %      |  |  | 488    |  |  |               | 94    |  |                   |  | 582    |       |  |  | 258                  |  |  |                | 840   
|OTHER                                |  |                      |    |  |          |  |       |        |  |  |        |  |  |               |       |  |                   |  |        |       |  |  |                      |  |  |                |       
|Merivale Place, Nepean               |  |                      | 1  |  |          |  | 100   | %      |  |  | —      |  |  |               | 3     |  |                   |  | 3      |       |  |  | —                    |  |  |                | 3     
|                                     |  |                      | 27 |  |          |  | 95.4  | %      |  |  | 15,242 |  |  |               | 1,167 |  |                   |  | 16,409 |       |  |  | 3,994                |  |  |                | 20,403
|HELD FOR SALE                        |  |                      |    |  |          |  |       |        |  |  |        |  |  |               |       |  |                   |  |        |       |  |  |                      |  |  |                |       
|151 Yonge St.                        |  |                      | 1  |  |          |  | 95.1  | %      |  |  | 289    |  |  |               | 11    |  |                   |  | 300    |       |  |  | 113                  |  |  |                | 413   
|TOTAL COMMERCIAL
    PROPERTIES      |  |                      | 28 |  |          |  | 95.4  | %      |  |  | 15,531 |  |  |               | 1,178 |  |                   |  | 16,709 |       |  |  | 4,107                |  |  |                | 20,816
|                                     |  |                      |    |  |          |  |       |        |  |  |        |  |  |               |       |  |                   |  |        |       |  |  |                      |  |  |                |       
|DEVELOPMENT                          |  |                      |    |  |          |  |       |        |  |  |        |  |  |               |       |  |                   |  |        |       |  |  |                      |  |  |                |       
|TORONTO                              |  |                      |    |  |          |  |       |        |  |  |        |  |  |               |       |  |                   |  |        |       |  |  |                      |  |  |                |       
|Bay Adelaide East(2)                 |  |                      | 1  |  |          |  | 69.0  | %      |  |  | 980    |  |  |               | —     |  |                   |  | 980    |       |  |  | —                    |  |  |                | 980   
|CALGARY                              |  |                      |    |  |          |  |       |        |  |  |        |  |  |               |       |  |                   |  |        |       |  |  |                      |  |  |                |       
|Brookfield
    Place Calgary East(2) |  |                      | 1  |  |          |  | 71.4  | %      |  |  | 1,400  |  |  |               | —     |  |                   |  | 1,400  |       |  |  | —                    |  |  |                | 1,400 
|TOTAL DEVELOPMENT
    PROPERTIES     |  |                      | 2  |  |          |  |       |        |  |  | 2,380  |  |  |               | —     |  |                   |  | 2,380  |       |  |  | —                    |  |  |                | 2,380 
|TOTAL PORTFOLIO                      |  |                      | 30 |  |          |  |       |        |  |  | 17,911 |  |  |               | 1,178 |  |                   |  | 19,089 |       |  |  | 4,107                |  |  |                | 23,196



| | (1) | Brookfield Canada Office Properties owns a 50% interest in the retail operations and is entitled to a 56% interest in the
parking operations.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | The developments were acquired on an “as-if-completed-and-stabilized basis” as described on page 10 of the MD&A
under Commercial Development.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------



Brookfield Canada Office Properties1







Contents



|MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL RESULTS        |   
|---------------------------------------------------------------- | --
|                                                                 |   
|PART I – OBJECTIVES AND FINANCIAL HIGHLIGHTS                     | 4 
|                                                                 |   
|PART II – FINANCIAL STATEMENT ANALYSIS                           | 8 
|                                                                 |   
|PART III – RISKS AND UNCERTAINTIES                               | 24
|                                                                 |   
|PART IV – CRITICAL ACCOUNTING POLICIES AND ESTIMATES             | 27
|                                                                 |   
|PART V – BUSINESS ENVIRONMENT AND OUTLOOK                        | 30
|                                                                 |   
|MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS         | 31
|                                                                 |   
|REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM          | 32
|                                                                 |   
|MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING | 33
|                                                                 |   
|REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM          | 34
|                                                                 |   
|CONSOLIDATED FINANCIAL STATEMENTS                                | 35
|                                                                 |   
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                   | 39
|                                                                 |   
|UNITHOLDER INFORMATION                                           | 52
|                                                                 |   
|SELECTED FINANCIAL AND OPERATIONAL INFORMATION                   | 53
|                                                                 |   
|BOARD OF TRUSTEES AND OFFICERS                                   | 55



22014 Annual Report







FORWARD-LOOKING STATEMENTS



This annual report to unitholders, particularly
the section entitled Management’s Discussion and Analysis of Financial Results, contains “forward-looking information”
within the meaning of Canadian provincial securities laws and applicable regulations and “forward-looking statements”
within the meaning of “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions,
include statements regarding the Trust’s operations, business, financial condition, expected financial results, performance,
prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook, as well as the outlook for the
Canadian economy 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 the Trust believes that the anticipated
future results, performance or achievements expressed or implied by the forward-looking statements and information are based upon
reasonable assumptions and expectations, the reader 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 the control of the Trust,
which may cause the actual results, performance or achievements of the Trust to differ materially from anticipated future results,
performance or achievement 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 or unanticipated impact
of general economic, political and market factors in Canada; 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 the Trust’s business;
the behavior of financial markets, including fluctuations in interest rates; equity and capital markets and the availability of
equity and debt financing and refinancing within these markets; risks relating to the Trust’s 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 Trust’s documents filed with the securities regulators in Canada and the United States.



Caution should be taken that the foregoing
list of important factors that may affect future results is not exhaustive. When relying on the Trust’s forward-looking statements
or information, investors and others should carefully consider the foregoing factors and other uncertainties and potential events.
Except as required by law, the Trust undertakes no obligation to publicly update or revise any forward-looking statements or information,
whether written or oral, that may be as a result of new information, future events or otherwise.



Brookfield Canada Office Properties3







Management’s Discussion and Analysis of Financial Results

March 4, 2015



PART I – OBJECTIVES AND FINANCIAL
HIGHLIGHTS



BASIS OF PRESENTATION

Financial data included in this Management’s
Discussion and Analysis (“MD&A”) for the year ended December 31, 2014, includes material information up to
March 4, 2015. Financial data provided has been prepared in accordance with International Financial Reporting Standards as
issued by the International Accounting Standards Board (“IFRS”). All dollar references, unless otherwise stated, are
in millions of Canadian dollars except per unit amounts. Amounts in U.S. dollars are identified as “US$.”



Brookfield Canada Office Properties (“BOX,”
the “Trust,” “we”, “our” or “us” ) was formed in connection with the reorganization
of BPO Properties Ltd. (“BPP”), a wholly-owned subsidiary of Brookfield Office Properties Inc. (“BPO” or
“Brookfield Office Properties”), on May 1, 2010, in which BPP’s directly owned office assets were transferred
to the Trust. In connection with the reorganization, the Trust also acquired BPO’s interest in Brookfield Place Toronto,
which includes Bay Wellington Tower and partial interests in the retail concourse and parking operations.



On December 1, 2011, we acquired from BPO,
a 25% interest in nine office assets from its Canadian Office Fund portfolio totaling 6.5 million square feet in Toronto and Ottawa.
On July 11, 2013, we acquired Bay Adelaide East from BPO totaling 980,000 square feet in Toronto and on October 14, 2014, we acquired
Brookfield Place Calgary East from BPO totaling 1.4 million square feet in Calgary.



The following discussion and analysis is
intended to provide readers with an assessment of the performance of BOX over the past two years as well as our financial position
and future prospects. It should be read in conjunction with the consolidated financial statements and appended notes, which begin
on page 35 of this report. In Part II – Financial Statement Analysis, we review our operating performance and financial position
as presented in our financial statements prepared in accordance with IFRS.



We included our discussion of operating
performance on an IFRS basis beginning on page 17 of the MD&A followed by a discussion of non-IFRS measures. Included in non-IFRS
measures are commercial property net operating income, funds from operations, and adjusted funds from operations on a total and
per-unit basis. Commercial property net operating income, funds from operations and adjusted funds from operations do not have
any standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other companies.
We define commercial property net operating income as income from commercial property operations after direct property operating
expenses, including property administration costs, have been deducted but prior to deducting or including interest expense, general
and administrative expenses, and fair value gains (losses). We define funds from operations as net income prior to transaction
costs, fair value gains (losses), and certain other non-cash items. Adjusted funds from operations is defined by us as funds from
operations net of second-generation leasing commissions and tenant improvements, maintaining value capital expenditures, and straight-line
rental income.



Commercial property net operating income
is an important measure that both investors and management use to assess operating performance of our commercial properties, and
funds from operations is a widely used measure in analyzing the performance of real estate. Adjusted funds from operations is a
measure used to assess an entity’s ability to pay distributions. We provide the components of commercial property net operating
income, a reconciliation of net income to commercial property net operating income, a full reconciliation of net income to funds
from operations and adjusted funds from operations, and a reconciliation of cash generated from operating activities to adjusted
funds from operations beginning on page 21.



Additional information, including our Annual
Information Form, is available on our Web site at www.brookfieldcanadareit.com or at www.sedar.com or www.sec.gov.



OVERVIEW OF THE BUSINESS

BOX is a publicly traded, real estate investment
trust listed on the Toronto and New York stock exchanges under the symbol BOX.UN and BOXC, respectively.



The Trust invests, develops and operates
commercial office properties in Toronto, Ottawa, Calgary, and Vancouver.



At December 31, 2014, the carrying
value of BOX’s total assets was $5,943.4 million. During the year ended December 31, 2014, we generated $116.1 million
of net income ($1.24 per unit), $158.2 million of funds from operations ($1.70 per unit), and $121.5 million of adjusted funds
from operations ($1.30 per unit).



42014 Annual Report







FINANCIAL HIGHLIGHTS

BOX’s financial results are as follows:



|(Millions, except per-unit amounts)            |  | 2014          |         |  | 2013          |   |         | 2012          | 
|---------------------------------------------- |  | ------------- | ------- |  | ------------- | - | ------- | ------------- | 
|Results of operations                          |  |               |         |  |               |   |         |               | 
|Commercial property revenue                    |  | $             | 517.2   |  |               | $ | 521.9   |               | 
|Net income                                     |  |               | 116.1   |  |               |   | 164.8   |               | 
|Funds from operations(1)                       |  |               | 158.2   |  |               |   | 144.7   |               | 
|Adjusted funds from operations(1)(2)           |  |               | 121.5   |  |               |   | 110.1   |               | 
|Distributions                                  |  |               | 113.4   |  |               |   | 109.1   |               | 
|Per unit amounts – attributable to unitholders |  |               |         |  |               |   |         |               | 
|Net income                                     |  |               | 1.24    |  |               |   | 1.77    |               | 
|Funds from operations(1)                       |  |               | 1.70    |  |               |   | 1.55    |               | 
|Adjusted funds from operations(1)(2)           |  |               | 1.30    |  |               |   | 1.18    |               | 
|Distributions                                  |  |               | 1.21    |  |               |   | 1.17    |               | 
|                                               |  |               |         |  |               |   |         |               | 
|(Millions, except per-unit amounts)            |  | Dec. 31, 2014 |         |  | Dec. 31, 2013 |   |         | Dec. 31, 2012 | 
|Balance sheet data                             |  |               |         |  |               |   |         |               | 
|Total assets                                   |  | $             | 5,943.4 |  |               | $ | 5,608.8 |               | 
|Investment properties                          |  |               | 5,802.4 |  |               |   | 5,390.2 |               | 
|Investment property and corporate debt         |  |               | 2,649.7 |  |               |   | 2,354.9 |               | 
|Total equity                                   |  |               | 3,096.3 |  |               |   | 3,092.3 |               | 
|Total equity per unit                          |  |               | 33.19   |  |               |   | 33.18   |               | 





| | (1) | Non-IFRS measure. Refer to description of non-IFRS measures and reference to reconciliation to comparable IFRS measures
beginning on page 20.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | 2013-2014 amounts were adjusted to reflect actual leasing commissions, tenant improvements and maintaining value capital
expenditures incurred. 2012 amounts were calculated based on historical spend levels as well as projected spend levels over the
next 10 years as described on page 22.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



COMMERCIAL PROPERTY OPERATIONS

Our strategy to own premier properties
in high-growth, and in many instances supply-constrained markets with high barriers to entry, has created one of Canada’s
most distinguished portfolios of office properties. Our commercial-property portfolio consists of interests in 27 properties totaling
20.4 million square feet, including 4.0 million square feet of parking and other. Our development portfolio consists of the Bay
Adelaide East development site totaling 980,000 square feet in Toronto and the Brookfield Place Calgary East development site totaling
1.4 million square feet in Calgary. Our markets are the financial, government and energy sectors in the cities of Toronto, Ottawa,
Calgary, and Vancouver. Our strategy is concentrating operations within a select number of Canadian gateway cities with attractive
tenant bases in order to maintain a meaningful presence and build on the strength of our tenant relationships within these markets.







We remain focused on the following strategic
priorities:



| | • | Realizing value from our investment properties through proactive leasing initiatives;
| | - | -------------------------------------------------------------------------------------

| | • | Prudent capital management, including the refinancing of mature investment properties; and
| | - | ------------------------------------------------------------------------------------------

| | • | Acquiring high-quality investment properties in our primary markets for value when opportunities arise.
| | - | -------------------------------------------------------------------------------------------------------



Brookfield Canada Office Properties5











The following table summarizes our commercial property portfolio
by region as at December 31, 2014:



|Region                |  | Number of
    Properties |    |  | Total Area
    (000’s Sq. Ft.) |  |        | BOX’s Owned Interest
    (000’s Sq. Ft.) |  |  | Fair Value
 (Millions) |  |  | Fair Value
 Per Sq. Ft. |         |  | Debt(1)(Millions) |   |     | Net Book
    
Equity(2) (Millions) | 
|--------------------- |  | ------------------------ | -- |  | ------------------------------ |  | ------ | ---------------------------------------- |  |  | ---------------------- |  |  | ----------------------- | ------- |  | ----------------- | - | --- | ---------------------------------- | 
|Commercial properties |  |                          |    |  |                                |  |        |                                          |  |  |                        |  |  |                         |         |  |                   |   |     |                                    | 
|Eastern region(3)     |  |                          | 18 |  |                                |  | 12,735 |                                          |  |  | 7,434                  |  |  | $                       | 3,145.7 |  |                   | $ | 423 |                                    | 
|Western region        |  |                          | 9  |  |                                |  | 7,668  |                                          |  |  | 4,254                  |  |  |                         | 1,986.0 |  |                   |   | 467 |                                    | 
|Total                 |  |                          | 27 |  |                                |  | 20,403 |                                          |  |  | 11,688                 |  |  | $                       | 5,131.7 |  |                   | $ | 439 |                                    | 



| | (1) | Excludes debt associated with our development properties and corporate debt.
| | --- | ----------------------------------------------------------------------------

| | (2) | Represents fair value less debt and excludes working capital and is a non-IFRS measure.
| | --- | ---------------------------------------------------------------------------------------

| | (3) | Excludes 151 Yonge St. in Toronto classified as Held for Sale at December 31, 2014.
| | --- | -----------------------------------------------------------------------------------



An important characteristic of our portfolio
is the strong credit quality of our tenants. We direct special attention to credit quality, particularly in the current economic
environment, in order to ensure the long-term sustainability of rental revenues through economic cycles. Major tenants with over
500,000 square feet of space in the portfolio include government and related agencies, Suncor Energy Inc., Bank of Montreal, Imperial
Oil and Talisman Energy. A detailed list of major tenants is included in Part III (“Risks and Uncertainties”) of this
MD&A, beginning on page 25.



Our strategy is to sign long-term leases
in order to mitigate risk and reduce our overall re-tenanting costs. We typically commence discussions with tenants regarding their
space requirements well in advance of the contractual expiration, and although each market is different, the majority of our leases,
when signed, extend between five and 10-year terms. As a result of this strategy, approximately 5.3% of our leases, on average,
mature annually up to 2019. Our average lease term is eight years.



The following is a breakdown of lease maturities
by region with associated in-place rental rates on our commercial properties:



|                               |  | Total Portfolio |        |  | Toronto, Ontario |  |       | Ottawa, Ontario | 
|------------------------------ |  | --------------- | ------ |  | ---------------- |  | ----- | --------------- | 
|                               |  |                 |        |  |                  |  |       | Net Rent        | 
|                               |  | 000's           |        |  |                  |  |       | per             | 
|Year of Expiry                 |  | Sq. Ft.         |        |  | %                |  |       | Sq. Ft.(1)      | 
|Currently available            |  |                 | 768    |  |                  |  | 4.6   |                 | 
|2015                           |  |                 | 568    |  |                  |  | 3.4   |                 | 
|2016                           |  |                 | 1,435  |  |                  |  | 8.6   |                 | 
|2017                           |  |                 | 618    |  |                  |  | 3.7   |                 | 
|2018                           |  |                 | 874    |  |                  |  | 5.2   |                 | 
|2019                           |  |                 | 945    |  |                  |  | 5.7   |                 | 
|2020                           |  |                 | 1,447  |  |                  |  | 8.7   |                 | 
|2021                           |  |                 | 1,175  |  |                  |  | 7.0   |                 | 
|2022 & beyond                  |  |                 | 8,879  |  |                  |  | 53.1  |                 | 
|Parking and other              |  |                 | 4,107  |  |                  |  | —     |                 | 
|Total                          |  |                 | 20,816 |  |                  |  | 100.0 |                 | 
|Average market net rent(2) (3) |  |                 |        |  |                  |  | $     | 32              | 



|                           |  | Calgary, Alberta |       |  | Vancouver, B.C. |  |       | Other      | 
|-------------------------- |  | ---------------- | ----- |  | --------------- |  | ----- | ---------- | 
|                           |  |                  |       |  |                 |  |       | Net Rent   | 
|                           |  | 000's            |       |  |                 |  |       | per        | 
|Year of Expiry             |  | Sq. Ft.          |       |  | %               |  |       | Sq. Ft.(1) | 
|Currently available        |  |                  | 33    |  |                 |  | 0.6   |            | 
|2015                       |  |                  | 150   |  |                 |  | 2.6   |            | 
|2016                       |  |                  | 360   |  |                 |  | 6.4   |            | 
|2017                       |  |                  | 62    |  |                 |  | 1.1   |            | 
|2018                       |  |                  | 142   |  |                 |  | 2.5   |            | 
|2019                       |  |                  | 106   |  |                 |  | 1.9   |            | 
|2020                       |  |                  | 270   |  |                 |  | 4.8   |            | 
|2021                       |  |                  | 105   |  |                 |  | 1.9   |            | 
|2022 & beyond              |  |                  | 4,406 |  |                 |  | 78.2  |            | 
|Parking and other          |  |                  | 1,194 |  |                 |  | —     |            | 
|Total                      |  |                  | 6,828 |  |                 |  | 100.0 |            | 
|Average market net rent(2) |  |                  |       |  |                 |  |       |            | 



| | (1) | Net rent at expiration of lease.
| | --- | --------------------------------

| | (2) | Average market net rent represents management’s estimate of average rent per square foot for buildings of similar
quality to our portfolio. However, it may not necessarily be representative of the specific space that is rolling in any specific
year. Included on page 19 is the average leasing net rent achieved on our year-to-date leasing as compared to the average expiring
net rent.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Average market net rent for Toronto reflects higher market rents for Brookfield Place Toronto and Bay Adelaide West, which
comprise 30% of BOX’s exposure in Toronto.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



62014 Annual Report







COMMERCIAL DEVELOPMENT



The following table summarizes our development
projects at December 31, 2014:



|                              |  | Region  |  | Location                                                                      |  | Number of Sites |   |  | Owned Interest |  |     | Leasable Area (000's Sq. Ft.) | 
|----------------------------- |  | ------- |  | ----------------------------------------------------------------------------- |  | --------------- | - |  | -------------- |  | --- | ----------------------------- | 
|Bay Adelaide East             |  | Toronto |  | Bay and Adelaide Street                                                       |  |                 | 1 |  |                |  | 100 | %                             | 
|Brookfield Place Calgary East |  | Calgary |  | Within one block of Fifth Avenue Place, Bankers Hall and Suncor Energy Centre |  |                 | 1 |  |                |  | 100 | %                             | 



Bay Adelaide East is currently 69.0% pre-leased,
of which 60.0% relates to Deloitte LLP and Borden Ladner Gervais as anchor tenants, and is on target to be completed in late 2015.



Brookfield Place Calgary East is currently
71.4% pre-leased to anchor tenant Cenovus and is on target to be completed in late 2017.



PERFORMANCE MEASUREMENT

The key indicators by which we measure
our performance are:



| | • | Net income per unit;
| | - | --------------------

| | • | Commercial property net operating income;
| | - | -----------------------------------------

| | • | Funds from operations per unit;
| | - | -------------------------------

| | • | Adjusted funds from operations per unit;
| | - | ----------------------------------------

| | • | Total equity per unit;
| | - | ----------------------

| | • | Overall indebtedness level;
| | - | ---------------------------

| | • | Weighted-average cost of debt; and
| | - | ----------------------------------

| | • | Occupancy levels.
| | - | -----------------



Although we monitor and analyze our financial
performance using a number of indicators, our primary business objective of generating reliable and growing cash flow is monitored
and analyzed using net income, commercial property net operating income, funds from operations, and adjusted funds from operations.
Although net income is calculated in accordance with IFRS, IFRS does not prescribe standardized meanings for commercial property
net operating income, funds from operations, and adjusted funds from operations; therefore, they are unlikely to be comparable
to similar measures presented by other entities. We provide the components of commercial property net operating income, a reconciliation
of net income to commercial property net operating income and a full reconciliation of net income to funds from operations and
adjusted funds from operations beginning on page 21 of this MD&A.



Net Income

Net income is calculated in accordance
with IFRS. Net income is used as a key indicator in assessing the profitability of the Trust.



KEY PERFORMANCE DRIVERS

In addition to monitoring and analyzing
performance in terms of net income, we consider the following items to be important drivers of our current and anticipated financial
performance:



| | • | Increases in occupancies by leasing vacant space;
| | - | -------------------------------------------------

| | • | Increases in rental rates through maintaining or enhancing the quality of our assets and as market conditions permit; and
| | - | -------------------------------------------------------------------------------------------------------------------------

| | • | Reduction in operating costs through achieving economies of scale and diligently managing contracts.
| | - | ----------------------------------------------------------------------------------------------------



We also believe that the key external performance
drivers include the availability of:



| | • | Debt capital at a cost and on terms conducive to our goals;
| | - | -----------------------------------------------------------

| | • | Equity capital at a reasonable cost;
| | - | ------------------------------------

| | • | New property acquisitions that fit into our strategic plan; and
| | - | ---------------------------------------------------------------

| | • | Investors for dispositions of peak value or non-core assets.
| | - | ------------------------------------------------------------



Brookfield Canada Office Properties7







PART II – FINANCIAL STATEMENT
ANALYSIS



ASSET PROFILE

Our total asset carrying value was $5,943.4
million at December 31, 2014 (compared to $5,608.8 million at December 31, 2013). The following is a summary of our assets:



|(Millions)                   |  | Dec. 31, 2014 |         |  | Dec. 31, 2013 |  
|---------------------------- |  | ------------- | ------- |  | ------------- | -
|Non-current assets           |  |               |         |  |               |  
|Investment properties        |  |               |         |  |               |  
|Commercial properties        |  | $             | 5,131.7 |  |               | $
|Commercial developments      |  |               | 670.7   |  |               |  
|                             |  |               | 5,802.4 |  |               |  
|Current assets               |  |               |         |  |               |  
|Tenant and other receivables |  |               | 34.3    |  |               |  
|Other assets                 |  |               | 8.9     |  |               |  
|Cash and cash equivalents    |  |               | 58.9    |  |               |  
|                             |  |               | 102.1   |  |               |  
|Assets held for sale         |  |               | 38.9    |  |               |  
|Total                        |  | $             | 5,943.4 |  |               | $



COMMERCIAL PROPERTIES

Commercial properties comprise of our direct
interests in wholly owned commercial properties and our proportionate share of the related assets, liabilities, revenue and expenses
in our jointly controlled commercial properties.



The fair value of our commercial properties
was $5,131.7 million as at December 31, 2014 (compared to $5,158.2 million at December 31, 2013). The decrease in value
of commercial properties is primarily attributable to the reclassification of 151 Yonge St. in Toronto to assets held for sale,
net fair value losses in the Eastern region as a result of lower rental revenue and recoveries due to early terminations and changes
in leasing assumptions; offset by net fair value gains in the Western region as a result of improvements to tenant profiles and
valuation parameters, capital expenditures and leasing costs in Calgary .



A breakdown of our commercial properties
is as follows:





|                            |  |            |    |  |                 |  |        | BOX’s           |  |  |               |  |  |               |        
|--------------------------- |  | ---------- | -- |  | --------------- |  | ------ | --------------- |  |  | ------------- |  |  | ------------- | -------
|                            |  |            |    |  |                 |  |        | Owned           |  |  | Fair Value    |  |  | Fair Value    |        
|                            |  | Number of  |    |  | Total Area      |  |        | Interest        |  |  | Dec. 31, 2014 |  |  | Dec. 31, 2013 |        
|                            |  | Properties |    |  | (000's Sq. Ft.) |  |        | (000's Sq. Ft.) |  |  | (Millions)    |  |  | (Millions)    |        
|Eastern region(1)           |  |            | 18 |  |                 |  | 12,735 |                 |  |  | 7,434         |  |  | $             | 3,145.7
|Western region              |  |            | 9  |  |                 |  | 7,668  |                 |  |  | 4,254         |  |  |               | 1,986.0
|Total commercial properties |  |            | 27 |  |                 |  | 20,403 |                 |  |  | 11,688        |  |  | $             | 5,131.7
|Fair value per Sq. Ft.      |  |            |    |  |                 |  |        |                 |  |  |               |  |  | $             | 439    





(1)2014 figures exclude 151 Yonge St. in Toronto,
classified as Held for Sale at December 31, 2014



The key valuation metrics for our commercial
properties are as follows:



|                  |  | December 31, 2014 |      |   | December 31, 2013 | 
|----------------- |  | ----------------- | ---- | - | ----------------- | 
|                  |  | Maximum           |      |   | Minimum           | 
|Eastern region    |  |                   |      |   |                   | 
|Discount rate     |  |                   | 7.00 | % |                   | 
|Terminal cap rate |  |                   | 6.50 | % |                   | 
|Hold period (yrs) |  |                   | 15   |   |                   | 
|Western region    |  |                   |      |   |                   | 
|Discount rate     |  |                   | 6.75 | % |                   | 
|Terminal cap rate |  |                   | 6.00 | % |                   | 
|Hold period (yrs) |  |                   | 11   |   |                   | 



Fair values are most sensitive to changes
in discount rates and timing or variability of cash flows. A 25 basis-point decrease in the discount and terminal capitalization
rates will impact the fair value of commercial properties by $174.9 million and $213.9 million, or 3.4% and 4.2%, respectively,
at December 31, 2014.



82014 Annual Report







Upon the signing of the majority of our
leases, we provide a capital allowance for tenant improvements or tenant inducements for leased space in order to accommodate the
specific space requirements of the tenant. In addition to these allowances, leasing commissions are paid to third-party brokers
and Brookfield Office Properties Management LP (“BOPM LP”) (formerly Brookfield Properties Management Corporation prior
to October 1, 2013), a subsidiary of BPO. We may experience a delay between lease commencement and the payment of leasing costs
due to timing of the tenant installation and the required inspections and certifications. For the year ended December 31,
2014, such expenditures totaled $29.7 million (compared to $22.1 million in 2013). The increase is primarily related to tenant
installation costs incurred on the lease-up of space at Brookfield Place Toronto, Exchange Tower, 105 Adelaide St. West, Bankers
Hall, Fifth Avenue Place and Royal Centre.



We also invest in ongoing maintenance and
capital improvement projects to sustain the high quality of the infrastructure and tenant service amenities in our properties.
Capital expenditures for the year ended December 31, 2014 totaled $22.8 million (compared to $20.7 million in 2013). These
expenditures exclude repairs and maintenance costs. Fluctuations in our capital expenditures vary period over period based on required
and planned expenditures on our commercial properties.



Capital expenditures include maintaining
value expenditures, which are those required in order to maintain the properties in their current operating state. Capital expenditures
also include projects which represent improvements to an asset or reconfiguration of space that adds productive capacity in order
to increase rentable area or increase current rental rates. For the year ended December 31, 2014, maintaining value capital
expenditures totaled $7.9 million (compared with $9.4 million in 2013), while the remaining capital expenditures of $14.9 million
(compared with $11.3 million in 2013) primarily consist of the washroom upgrades at Brookfield Place Toronto, Bankers Hall, Fifth
Avenue Place and Royal Centre, external plaza membrane and common area upgrades at Fifth Avenue Place, food court renovation and
the floor conversion project at First Canadian Place, elevator modification and interior refurbishments at HSBC Building and landlord
work at Place de Ville I. Capital expenditures are recoverable in some cases through contractual tenant cost-recovery payments.
During the year ended December 31, 2014, $20.8 million of our total capital expenditures were recoverable (compared with $12.6
million in 2013).



The following table summarizes the second-generation
leasing commissions and tenant improvements, and maintaining value capital expenditures recorded on our commercial properties during
the year ended December 31, 2014. “Second-generation” leasing commissions and tenant improvements includes both
new and renewal tenants for all of our properties with the exception of Bay Adelaide West that is considered “first-generation”
since it was a new development completed in 2009 and associated leasing costs may not be representative of our normal spend. Second-generation
leasing commissions and tenant improvements vary with the timing of renewals, vacancies, and tenant mix. These costs historically
have been lower for renewals of existing tenants compared to new tenants.



For the year ended December 31, 2014,
second-generation leasing commissions and tenant improvements consisted primarily of leasing commissions incurred at Brookfield
Place Toronto and Exchange Tower, and tenant improvements at Brookfield Place Toronto, First Canadian Place, 105 Adelaide St. West,
Bankers Hall, Fifth Avenue Place and Royal Centre related to tenant build-outs.



|(Millions)                                                    |  | 2014 |      |  | 2013 |  
|------------------------------------------------------------- |  | ---- | ---- |  | ---- | -
|Second-generation leasing commissions and tenant improvements |  | $    | 28.0 |  |      | $
|Maintaining value capital expenditures                        |  |      | 7.9  |  |      |  
|Total                                                         |  | $    | 35.9 |  |      | $



The following table summarizes the changes
in value of our commercial properties during the year ended December 31, 2014:



|(Millions)                                   |  | Dec. 31, 2014 |        
|-------------------------------------------- |  | ------------- | -------
|Beginning of year                            |  | $             | 5,158.2
|Additions:                                   |  |               |        
|Capital expenditures and tenant improvements |  |               | 45.4   
|Leasing commissions                          |  |               | 6.2    
|Tenant inducements                           |  |               | 0.9    
|Reclassification of assets held for sale     |  |               | (38.8  
|Fair value losses                            |  |               | (38.8  
|Other changes                                |  |               | (1.4   
|End of year                                  |  | $             | 5,131.7



Brookfield Canada Office Properties9







COMMERCIAL DEVELOPMENT

Commercial development consists of Bay
Adelaide East and Brookfield Place Calgary East which are high quality, centrally located development sites acquired from our parent
company, BPO for an aggregate total investment of $601.9 million and $966.3 million, respectively. The buildings were purchased
on an “as-if-completed-and-stabilized basis,” and as such, BPO retains the development obligations including construction,
lease-up and financing.



The following table summarizes the details
of the transactions and operational information as at December 31, 2014:



|(Millions, except Operational Information)   |  | Bay Adelaide East |           |   | Brookfield Place 
Calgary East |  
|-------------------------------------------- |  | ----------------- | --------- | - | ------------------------------ | -
|Initial acquisition price                    |  | $                 | 169.9     |   |                                | $
|Up-front equity commitment                   |  |                   | 26.0      |   |                                |  
|First mortgage construction loan             |  |                   | 350.0     |   |                                |  
|Final payment due to BPO on stabilization(1) |  |                   | 56.0      |   |                                |  
|Aggregate total investment                   |  | $                 | 601.9     |   |                                | $
|                                             |  |                   |           |   |                                |  
|Operational Information                      |  |                   |           |   |                                |  
|Total Leasable Area (000's Sq. Ft.)          |  |                   | 980       |   |                                |  
|Leased %                                     |  |                   | 69.0      | % |                                |  
|Target Completion Date                       |  |                   | Late 2015 |   |                                |  

(1)Subject to achieving
stabilized net operating income and targeted permanent financing, which is expected to occur in 2017 for Bay Adelaide East and
2018 for Brookfield Place Calgary East.



Commercial development under active development
is measured using a discounted cash flow model, net of costs to complete, as of the balance sheet date. The total fair value of
development land and infrastructure was $670.7 million at December 31, 2014.



The details of development expenditures
are as follows:



|(Millions)                             |  | 2014 |       |  | 2013 |  
|-------------------------------------- |  | ---- | ----- |  | ---- | -
|Construction costs                     |  | $    | 173.3 |  |      | $
|Property taxes and other related costs |  |      | 6.3   |  |      |  
|Borrowing costs capitalized            |  |      | 13.6  |  |      |  
|Total                                  |  | $    | 193.2 |  |      | $



The following table summarizes the changes
in value of our commercial development during the year ended December 31, 2014:



|(Millions)               |  | Dec. 31, 2014 |      
|------------------------ |  | ------------- | -----
|Beginning of year        |  | $             | 232.0
|Additions:               |  |               |      
|Acquisition              |  |               | 245.5
|Development expenditures |  |               | 193.2
|End of year              |  | $             | 670.7



TENANT AND OTHER RECEIVABLES

Tenant and other receivables increased
to $34.3 million at December 31, 2014, from $17.5 million at December 31, 2013 mainly due to realty tax recoveries received
upon appeal at Bay Adelaide West and Exchange Tower.



OTHER ASSETS

At December 31, 2014, the balance
of other assets is comprised of prepaid expenses and other assets of $8.9 million (compared to $6.3 million at December 31,
2013).



CASH AND CASH EQUIVALENTS

We endeavor to maintain high levels of
liquidity to ensure that we can meet distribution requirements and react quickly to potential investment opportunities. At December 31,
2014, cash balances were $58.9 million, compared to $194.8 million at December 31, 2013.



102014 Annual Report







ASSETS AND ASSOCIATED LIABILITIES HELD
FOR SALE

During the fourth quarter of 2014, we reclassified
151 Yonge St. in Toronto to assets held for sale upon entering into an agreement to sell the commercial property.



|(Millions)                                       |  | Dec. 31, 2014 |      |  | Dec. 31, 2013 |  
|------------------------------------------------ |  | ------------- | ---- |  | ------------- | -
|Assets                                           |  |               |      |  |               |  
|Commercial property                              |  | $             | 38.8 |  |               | $
|Tenant and other receivables                     |  |               | 0.1  |  |               |  
|Assets held for sale                             |  | $             | 38.9 |  |               | $
|Liabilities                                      |  |               |      |  |               |  
|Accounts payable and other liabilities           |  | $             | 0.5  |  |               | $
|Liabilities associated with assets held for sale |  | $             | 0.5  |  |               | $



LIABILITIES AND EQUITY

Our asset base of $5,943.4 million is financed
with a combination of debt and equity. The components of our liabilities and equity are as follows:



|(Millions)                                       |  | Dec. 31, 2014 |         |  | Dec. 31, 2013 |  
|------------------------------------------------ |  | ------------- | ------- |  | ------------- | -
|Liabilities                                      |  |               |         |  |               |  
|Non-current liabilities                          |  |               |         |  |               |  
|Investment property and corporate debt           |  | $             | 2,368.4 |  |               | $
|Current liabilities                              |  |               |         |  |               |  
|Investment property and corporate debt           |  |               | 281.3   |  |               |  
|Accounts payable and other liabilities           |  |               | 196.9   |  |               |  
|                                                 |  |               | 478.2   |  |               |  
|Liabilities associated with assets held for sale |  |               | 0.5     |  |               |  
|                                                 |  |               | 2,847.1 |  |               |  
|Equity                                           |  |               |         |  |               |  
|Unitholders’ equity                              |  |               | 856.7   |  |               |  
|Non-controlling interest                         |  |               | 2,239.6 |  |               |  
|                                                 |  |               | 3,096.3 |  |               |  
|Total liabilities and equity                     |  | $             | 5,943.4 |  |               | $



INVESTMENT PROPERTY AND CORPORATE DEBT

Investment property and corporate debt
(current and non-current) totaled $2,649.7 million at December 31, 2014 (compared to $2,354.9 million at December 31,
2013). Investment property and corporate debt at December 31, 2014 had a weighted-average interest rate of 4.01%. Debt on
our investment properties is mainly non-recourse, thereby reducing overall financial risk to the Trust.



We attempt to match the maturity of our
investment property debt portfolio with the average lease term of our properties. At December 31, 2014, the average term to
maturity of our investment property debt was eight years, compared to our average lease term of eight years.



The details of the financing transactions
completed in 2014 are as follows:



| | • | During the third quarter of 2014, we repaid the debt at 151 Yonge St. in Toronto of $9.0 million at maturity.
| | - | -------------------------------------------------------------------------------------------------------------

| | • | During the third quarter of 2014, we extended the term of our $200.0 million revolving corporate
credit facility for an additional year, maturing August 2018. The interest rate was reduced from bankers’ acceptance plus
175 basis points to 145 basis points while the standby fee was reduced from 35 basis points to 22 basis points. In the fourth quarter
of 2014, we upsized our revolving corporate credit facility by $80.0 million to $280.0 million.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | During the fourth quarter of 2014, we completed the refinancing of First Canadian Place for $315.0
million ($78.8 million at BOX's ownership), generating net proceeds of $9.6 million after repayment of the previous mortgage. The
new debt for First Canadian Place has a 9-year term maturing December 1, 2023 and bears interest at 3.559% per annum.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Brookfield Canada Office Properties11







The details of investment property and
corporate debt at December 31, 2014, are as follows:



|                                 |  | Location  |  | Interest Rate % |      |  | Maturity Date |               | BOX’s Share
 (Millions) |   |         | Mortgage Details
|-------------------------------- |  | --------- |  | --------------- | ---- |  | ------------- | ------------- | ----------------------- | - | ------- | ----------------
|Income Producing                 |  |           |  |                 |      |  |               |               |                         |   |         |                 
|Hudson's Bay Centre(1)           |  | Toronto   |  |                 | 2.99 |  |               | May 2015      |                         | $ | 98.5    |                 
|Royal Centre                     |  | Vancouver |  |                 | 3.33 |  |               | June 2015     |                         |   | 139.9   |                 
|2 Queen St. East                 |  | Toronto   |  |                 | 5.64 |  |               | December 2017 |                         |   | 28.6    |                 
|Brookfield Place Toronto         |  | Toronto   |  |                 | 3.24 |  |               | January 2020  |                         |   | 509.0   |                 
|22 Front St. West                |  | Toronto   |  |                 | 6.24 |  |               | October 2020  |                         |   | 17.4    |                 
|Bankers Court                    |  | Calgary   |  |                 | 4.96 |  |               | November 2020 |                         |   | 43.6    |                 
|Queen's Quay Terminal            |  | Toronto   |  |                 | 5.40 |  |               | April 2021    |                         |   | 83.0    |                 
|Fifth Avenue Place               |  | Calgary   |  |                 | 4.71 |  |               | August 2021   |                         |   | 163.1   |                 
|Bay Adelaide West                |  | Toronto   |  |                 | 4.43 |  |               | December 2021 |                         |   | 384.4   |                 
|Exchange Tower                   |  | Toronto   |  |                 | 4.03 |  |               | April 2022    |                         |   | 112.1   |                 
|HSBC Building                    |  | Toronto   |  |                 | 4.06 |  |               | January 2023  |                         |   | 42.5    |                 
|105 Adelaide St. West            |  | Toronto   |  |                 | 3.87 |  |               | May 2023      |                         |   | 36.1    |                 
|Bankers Hall                     |  | Calgary   |  |                 | 4.38 |  |               | November 2023 |                         |   | 295.0   |                 
|First Canadian Place             |  | Toronto   |  |                 | 3.56 |  |               | December 2023 |                         |   | 78.8    |                 
|Jean Edmonds Towers              |  | Ottawa    |  |                 | 6.79 |  |               | January 2024  |                         |   | 15.6    |                 
|Suncor Energy Centre             |  | Calgary   |  |                 | 5.19 |  |               | August 2033   |                         |   | 269.4   |                 
|                                 |  |           |  |                 |      |  |               |               |                         |   |         |                 
|Development                      |  |           |  |                 |      |  |               |               |                         |   |         |                 
|Bay Adelaide East(2)             |  | Toronto   |  |                 | 3.17 |  |               | December 2016 |                         |   | 162.6   |                 
|Brookfield Place Calgary East(3) |  | Calgary   |  |                 | —    |  |               | November 2017 |                         |   | —       |                 
|                                 |  |           |  |                 |      |  |               |               |                         |   |         |                 
|Corporate                        |  |           |  |                 |      |  |               |               |                         |   |         |                 
|$280M Corporate Revolver         |  | —         |  |                 | 2.73 |  |               | August 2018   |                         |   | 185.0   |                 
|                                 |  |           |  |                 | 4.01 |  |               |               |                         |   | 2,664.6 |                 
|Premium on assumed mortgages     |  |           |  |                 |      |  |               |               |                         |   | 1.1     |                 
|Deferred financing costs         |  |           |  |                 |      |  |               |               |                         |   | (16.0   | )               
|Total                            |  |           |  |                 | 4.01 |  |               |               |                         | $ | 2,649.7 |                 



| | (1) | This loan has limited recourse to the Trust’s
parent, BPP, for up to $15.0 million.
| | --- | -----------------------------------------------------------------------------------

| | (2) | This loan has a three year term from the date of the
initial advance, and has limited recourse to the Trust for up to $75.0 million. Two one-year extension options are available provided
certain leasing thresholds have been met and no material defaults have occurred.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | This loan has limited recourse to the Trust for up
to $80.0 million. A one-year extension option is available provided certain leasing thresholds have been met and no material defaults
have occurred.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Investment property and corporate debt
maturities for the next five years and thereafter are as follows:





|                                 |  |                 |       |  |            |   |         |          |  |   | Weighted-Average     | 
|-------------------------------- |  | --------------- | ----- |  | ---------- | - | ------- | -------- |  | - | -------------------- | 
|                                 |  | Scheduled       |       |  |            |   |         |          |  |   | Interest Rate (%) at | 
|(Millions, except interest data) |  | Amortization(1) |       |  | Maturities |   |         | Total(1) |  |   | Dec. 31, 2014        | 
|2015                             |  | $               | 45.9  |  |            | $ | 235.4   |          |  | $ | 281.3                | 
|2016                             |  |                 | 44.7  |  |            |   | 162.6   |          |  |   | 207.3                | 
|2017                             |  |                 | 47.3  |  |            |   | 28.6    |          |  |   | 75.9                 | 
|2018                             |  |                 | 49.5  |  |            |   | 185.0   |          |  |   | 234.5                | 
|2019                             |  |                 | 51.8  |  |            |   | —       |          |  |   | 51.8                 | 
|2020 and thereafter              |  |                 | 231.0 |  |            |   | 1,567.9 |          |  |   | 1,798.9              | 
|Total                            |  | $               | 470.2 |  |            | $ | 2,179.5 |          |  | $ | 2,649.7              | 



| | (1) | Net of transaction costs.
| | --- | -------------------------



122014 Annual Report







CONTRACTUAL OBLIGATIONS

The following table presents our contractual
obligations over the next five years and beyond:



|                                                             |  | Payments Due By Period |        
|------------------------------------------------------------ |  | ---------------------- | -------
|(Millions)                                                   |  | Total                  |        
|Investment property and corporate debt(1)                    |  | $                      | 2,649.7
|Interest expense – investment property and corporate debt(2) |  |                        | 676.2  
|Minimum rental payments - ground leases(3)                   |  |                        | 485.8  
|                                                             |  | $                      | 3,811.7



| | (1) | Net of transaction costs.
| | --- | -------------------------

| | (2) | Represents aggregate interest expense expected to be paid over the term of the debt, on an undiscounted basis, based at
current interest rates.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Represents minimum rental payments, on an undiscounted basis, on land leases or other agreements.
| | --- | -------------------------------------------------------------------------------------------------



CREDIT RATINGS

Our access to financing depends on, among
other things, suitable market conditions and the maintenance of suitable long-term credit ratings. Our credit ratings may be adversely
affected by various factors, including increased debt levels, decreased earnings, declines in tenant demand, increased competition,
a further deterioration in general economic and business conditions and adverse publicity. Any downgrades in our credit ratings
may impede our access to capital markets or raise our borrowing rates.



We are currently rated by Dominion Bond
Rating Service Inc. (“DBRS”) and Standard & Poor’s (“S&P”). Our credit ratings at December 31,
2014, and at the date of this report were:



|              | DBRS         | S&P          
|------------- | ------------ | -------------
|Issuer Rating | BBB (stable) | BBB- (stable)



We are committed to arranging our affairs
to maintain these ratings and improve them over time.



Credit ratings are intended to provide
investors with an independent measure of the credit quality of an issue of securities. The credit ratings presented are not a recommendation
to purchase, hold or sell our Trust Units, as such ratings do not comment as to market price or suitability for a particular investor.
There is no assurance that any rating will remain in effect for any given period or that any rating will not be revised or withdrawn
entirely by the rating agency in the future if, in its judgment, circumstances so warrant.



CORPORATE GUARANTEES AND CONTINGENT
OBLIGATIONS

We and our operating subsidiaries may be
contingently liable with respect to litigation and claims that arise from time to time in the normal course of business or otherwise.
A specific litigation, with a judgment amount of $59.8 million ($63.0 million Australian dollars), was being pursued against one
of our subsidiaries related to security on a defaulted loan. We finalized this litigation during the second quarter for $16.0 million
($16.0 million Australian dollars) which was paid by us in July 2014.



In addition, we may execute agreements
that provide for indemnifications and guarantees to third parties. Disclosure of commitments, guarantees, and contingencies can
be found in Note 16 of the consolidated financial statements.



INCOME TAXES

The Trust is a “mutual fund trust”
pursuant to the Income Tax Act (Canada). The Trust distributes or designates all taxable earnings to unitholders, and as
such, under current legislation, the obligation to pay tax rests with each unitholder. No current and deferred tax provisions are
required on the Trust’s income.



ACCOUNTS PAYABLE AND OTHER LIABILITIES

Accounts payable and other liabilities
totaled $196.9 million at December 31, 2014 (compared to $161.6 million at December 31, 2013). The increase is primarily
related to timing of accrued liabilities, development hold-backs payable on completion of our active development projects and realty
tax recoveries received upon appeal at Bay Adelaide West and Exchange Tower refundable to tenants.



A summary of the components of accounts
payable and other liabilities is as follows:



|(Millions)                               |  | Dec. 31, 2014 |       |  | Dec. 31, 2013 |  
|---------------------------------------- |  | ------------- | ----- |  | ------------- | -
|Accounts payable and accrued liabilities |  | $             | 177.0 |  |               | $
|Accrued interest                         |  |               | 19.9  |  |               |  
|Total                                    |  | $             | 196.9 |  |               | $



Brookfield Canada Office Properties13







EQUITY

The components of equity are as follows:



|(Millions)               |  | Dec. 31, 2014 |         |  | Dec. 31, 2013 |  
|------------------------ |  | ------------- | ------- |  | ------------- | -
|Trust Units              |  | $             | 553.4   |  |               | $
|Contributed surplus      |  |               | 3.1     |  |               |  
|Retained earnings        |  |               | 300.2   |  |               |  
|Unitholders’ equity      |  |               | 856.7   |  |               |  
|Non-controlling interest |  |               | 2,239.6 |  |               |  
|Total                    |  | $             | 3,096.3 |  |               | $



The following tables summarize the changes
in the units outstanding during the year ended December 31, 2014 and December 31, 2013:



|                                                        |  | 2014        |           
|------------------------------------------------------- |  | ----------- | ----------
|                                                        |  | Trust Units |           
|Units issued and outstanding at beginning of year       |  |             | 26,167,835
|Units issued pursuant to Distribution Reinvestment Plan |  |             | 50,348    
|Total units outstanding at December 31, 2014            |  |             | 26,218,183



|                                                        |  | 2013        |           
|------------------------------------------------------- |  | ----------- | ----------
|                                                        |  | Trust Units |           
|Units issued and outstanding at beginning of year       |  |             | 26,132,882
|Units issued pursuant to Distribution Reinvestment Plan |  |             | 34,953    
|Total units outstanding at December 31, 2013            |  |             | 26,167,835



At December 31, 2014, the weighted
average number of Trust Units outstanding was 26,191,933 (compared to 26,150,847 at December 31, 2013).



In November 2014, we renewed our normal
course issuer bid for our Trust Units for a further one-year period. During the twelve-month period commencing November 12, 2014,
and ending November 11, 2015, we may purchase on the Toronto Stock Exchange (“TSX”) and the New York Stock Exchange
up to 1,310,463 Trust Units, representing approximately 5% of its issued and outstanding Trust Units. No Trust Units were repurchased
by the Trust under its normal course issuer bid for the year ended December 31, 2014. A copy of the Notice of Intention relating
to our normal course issuer bid may be requested without charge.



Trust Units

Each Trust Unit is transferable and represents
an equal, undivided, beneficial interest in BOX and in any distributions, whether of net income, net realized capital gains, or
other amounts, and in the event of the termination or winding-up of the Trust, in the Trust’s net assets remaining after
satisfaction of all liabilities. All Trust Units rank among themselves equally and ratably without discrimination, preference,
or priority. Each Trust Unit entitles the holder thereof to one vote at all meetings of unitholders or with respect to any written
resolution of unitholders. The Trust Units have no conversion, retraction, or redemption rights.



Special Voting Units

Special Voting Units are only issued in
tandem with Class B limited partnership units (“Class B LP Units”) of Brookfield Office Properties Canada LP (“BOPC
LP”) and are not transferable separately from the Class B LP Units to which they relate and upon any transfer of
Class B LP Units, such Special Voting Units will automatically be transferred to the transferee of the Class B LP Units.
As Class B LP Units are exchanged for Trust Units or purchased for cancellation, the corresponding Special Voting Units
will be cancelled for no consideration.



Each Special Voting Unit entitles the holder
thereof to one vote at all meetings of unitholders or with respect to any resolution in writing of unitholders. Except for the
right to attend and vote at meetings of the unitholders or with respect to written resolutions of the unitholders, Special Voting
Units do not confer upon the holders thereof any other rights. A Special Voting Unit does not entitle its holder to any economic
interest in BOX, or to any interest or share in BOX, or to any interest in any distributions (whether of net income, net realized
capital gains, or other amounts), or to any interest in any net assets in the event of termination or winding-up.



Non-Controlling interest

We classify the outstanding Class B LP
Units as non-controlling interest for financial statement purposes in accordance with IFRS. The Class B LP Units are exchangeable
on a one-for-one basis (subject to customary anti-dilution provisions) for Trust Units at the option of the holder. Each Class
B LP Unit is accompanied by a Special Voting Unit that entitles the holder thereof to receive notice of, to attend, and to vote
at all meetings of unitholders of BOX. The holders of Class B LP Units are entitled to receive distributions when declared by BOPC
LP equal to the per-unit amount of distributions payable to each holder of Trust Units. However, the Class B LP Units have limited
voting rights over BOPC LP.



142014 Annual Report







The following tables present distributions
declared to Trust unitholders and non-controlling interest for the year ended December 31, 2014 and December 31, 2013.



|                                    |  | 2014        |     
|----------------------------------- |  | ----------- | ----
|(Millions, except per unit amounts) |  | Trust Units |     
|Paid in cash or DRIP                |  | $           | 29.1
|Payable as of December 31, 2014     |  |             | 2.7 
|Total                               |  |             | 31.8
|Per unit                            |  | $           | 1.21



|                                    |  | 2013        |     
|----------------------------------- |  | ----------- | ----
|(Millions, except per unit amounts) |  | Trust Units |     
|Paid in cash or DRIP                |  | $           | 27.9
|Payable as of December 31, 2013     |  |             | 2.6 
|Total                               |  |             | 30.5
|Per unit                            |  | $           | 1.17



We determine annual distributions to unitholders
by looking at forward-looking cash flow information, including forecasts and budgets and the future business prospects of the Trust.
We do not consider periodic cash flow fluctuations resulting from items such as the timing of property operating costs, property
tax installments, or semi-annual debenture and mortgage payable interest payments in determining the level of distributions to
unitholders. To determine the level of cash distributions made to unitholders, we consider the impact of, among other items, the
future growth in the income-producing portfolio, future acquisitions, and leasing related to the income-producing portfolio. Annual
distributions to unitholders are expected to continue to be funded by cash flows generated from our portfolio.



CAPITAL RESOURCES AND LIQUIDITY

We employ a broad range of financing strategies
to facilitate growth and manage financial risk, with particular emphasis on the overall reduction of the weighted-average cost
of capital, in order to enhance returns for unitholders. Our principal liquidity needs for the next twelve months are to:



| | • | fund recurring expenses;
| | - | ------------------------

| | • | meet debt service requirements;
| | - | -------------------------------

| | • | make distributions;
| | - | -------------------

| | • | fund those capital expenditures deemed mandatory, including tenant improvements;
| | - | --------------------------------------------------------------------------------

| | • | fund current development costs not covered by construction loans; and
| | - | ---------------------------------------------------------------------

| | • | fund investing activities, which could include:
| | - | -----------------------------------------------

| | ▪ | discretionary capital expenditures;
| | - | -----------------------------------

| | ▪ | property acquisitions; and
| | - | --------------------------

| | ▪ | repurchase of our units.
| | - | ------------------------



We believe that our liquidity needs will
be satisfied using cash on hand and cash flows generated from operating and financing activities. Rental revenue, recoveries from
tenants, interest and other income, available cash balances, draws on our credit facilities and refinancings (including upward
refinancings) of maturing indebtedness are our principal sources of capital used to pay operating expenses, distributions, debt
service, capital expenditures, and leasing costs in our commercial-property portfolio. We seek to increase income from our existing
properties by controlling operating expenses and by maintaining quality standards for our properties that promote high occupancy
rates and support increases in rental rates while reducing tenant turnover. We believe our revenue, along with proceeds from financing
activities, will continue to provide the necessary funds for our short-term liquidity needs and to fund anticipated ongoing distributions.
However, material changes in these factors may adversely affect our net cash flows.



Our principal liquidity needs for periods
beyond the next year are for scheduled debt maturities, unit distributions, development costs and capital expenditures. We plan
to meet these needs with one or more of the following:



| | • | cash flow from operating activities;
| | - | ------------------------------------

| | • | credit facilities and refinancing opportunities; and
| | - | ----------------------------------------------------

| | • | construction loans.
| | - | -------------------



Our investment property and corporate debt
is primarily fixed-rate and non-recourse to the Trust. These investment-grade financings are typically structured on a loan-to-appraised-value
basis of between 50% and 65% as market conditions permit. In addition, in certain circumstances where a building is leased almost
exclusively to a high-credit-quality tenant, a higher loan-to-value financing, based on the tenant’s credit quality, is put
in place at rates commensurate with the cost of funds for the tenant. This reduces our equity requirements to finance investment
property and enhances equity returns.



Brookfield Canada Office Properties15







Most of our borrowings are in the form
of long-term property-specific financings with recourse only to the specific assets. Limiting recourse to specific assets ensures
that poor performance within one area does not compromise our ability to finance the balance of our operations. Our maturity schedule
is fairly diversified so that financing requirements in any given year are manageable.



Our focus on structuring financings with
investment-grade characteristics ensures that debt levels on any particular asset can typically be maintained throughout a business
cycle. This enables us to limit covenants and other performance requirements, thereby reducing the risk of early payment requirements
or restrictions on the distribution of cash from the assets being financed.



To help ensure we are able to react to
investment opportunities quickly and on a value basis, we attempt to maintain a high level of liquidity. Our primary sources of
liquidity consists of cash and undrawn committed credit facilities. In addition, we structure our affairs to facilitate monetization
of longer-duration assets through financings, co-investor participations, or refinancings.



At December 31, 2014, our available
liquidity consists of $58.9 million of cash on hand, and $91.4 million of undrawn capacity on our corporate credit facility.



Cost of Capital

We continually strive to reduce our weighted-average
cost of capital and improve unitholders’ equity returns through value-enhancement initiatives and the consistent monitoring
of the balance between debt and equity financing.



As of December 31, 2014, our weighted-average
cost of capital, assuming a long-term 9.0% return on equity, was 6.4%. Our cost of capital is lower than many of our peers because
of the greater amount of investment-grade financing that can be placed on our assets, which is a function of the high-quality nature
of both the assets and the tenant base that composes our portfolio. In determining the long-term 9.0% return on equity, management
considers various factors including a review of various financial models such as dividend growth model and capital asset pricing
model, as well as examination of market returns. Based on the calculations of the financial models, market returns and historic
returns achieved by the Trust, management believes that the long-term 9.0% return is an appropriate benchmark.



The following schedule details the capitalization
of the Trust and the related costs thereof:



|                                        |  | Cost of Capital(1) |     |   | Underlying Value(2) | 
|--------------------------------------- |  | ------------------ | --- | - | ------------------- | 
|(Millions, except cost of capital data) |  | Dec. 31, 2014      |     |   | Dec. 31, 2013       | 
|Liabilities                             |  |                    |     |   |                     | 
|Investment property and corporate debt  |  |                    | 4.0 | % |                     | 
|Unitholders’ equity                     |  |                    |     |   |                     | 
|Trust Units(3)                          |  |                    | 9.0 | % |                     | 
|Other equity                            |  |                    |     |   |                     | 
|Non-controlling interest(3)             |  |                    | 9.0 | % |                     | 
|Total                                   |  |                    | 6.4 | % |                     | 



| | (1) | Total weighted-average cost of capital is calculated on the weighted average of underlying value.
| | --- | -------------------------------------------------------------------------------------------------

| | (2) | Underlying value of liabilities presents the cost to retire debt on maturity. Underlying value of unitholders’ equity
and other equity is based on the closing unit price of BOX on the TSX.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Assumes a long-term 9.0% return on equity for December 31, 2014 and December 31, 2013.
| | --- | --------------------------------------------------------------------------------------



162014 Annual Report







OPERATING RESULTS

Included on the following pages is a discussion
of the various components of our operating results in accordance with IFRS followed by a discussion of non-IFRS measures and corresponding
reconciliations to comparable IFRS measures.



|(Millions, except per unit amounts)                  |  | 2014 |       |   | 2013 |  
|---------------------------------------------------- |  | ---- | ----- | - | ---- | -
|Commercial property revenue                          |  | $    | 517.2 |   |      | $
|Direct commercial property expense                   |  |      | 247.9 |   |      |  
|                                                     |  |      | 269.3 |   |      |  
|Investment and other income                          |  |      | 1.1   |   |      |  
|Interest expense                                     |  |      | 91.9  |   |      |  
|General and administrative expense                   |  |      | 23.6  |   |      |  
|Income before fair value (losses) gains              |  |      | 154.9 |   |      |  
|Fair value (losses) gains                            |  |      | (38.8 | ) |      |  
|Net income and comprehensive income                  |  | $    | 116.1 |   |      | $
|Net income and comprehensive income attributable to: |  |      |       |   |      |  
|Unitholders                                          |  | $    | 32.5  |   |      | $
|Non-controlling interest                             |  |      | 83.6  |   |      |  
|                                                     |  | $    | 116.1 |   |      | $
|Net income per Trust unit                            |  | $    | 1.24  |   |      | $



COMMERCIAL PROPERTY REVENUE

Revenue from commercial properties includes
rental revenues earned from tenant leases, straight-line rent, percentage rent, and additional rent from the recovery of operating
costs and property taxes. Revenue from investment properties totaled $517.2 million for the year ended December 31, 2014 (compared
to $521.9 million in 2013). The decrease is primarily due to one-time write offs of non-cash rental revenue resulting from lease
terminations in Toronto and lower rental revenues and recoveries due to increased vacancy at Brookfield Place Toronto and Bay Adelaide
West in Toronto and Royal Centre in Vancouver; offset by realty tax recoveries received upon appeal at Bay Adelaide West and higher
lease termination and parking income.



The components of revenue are as follows:



|(Millions)                         |  | 2014 |       |   | 2013 |  
|---------------------------------- |  | ---- | ----- | - | ---- | -
|Rental revenue                     |  | $    | 511.6 |   |      | $
|Non-cash rental revenue (expense)  |  |      | (1.4  | ) |      |  
|Lease termination and other income |  |      | 7.0   |   |      |  
|Commercial property revenue        |  | $    | 517.2 |   |      | $



Our strategy of owning premier properties
in high-growth, and in many instances supply-constrained markets with high barriers to entry, along with our focus on executing
long-term leases with strong credit-rated tenants, has created one of Canada’s most distinguished portfolios of office properties.
In the past, this strategy has reduced our exposure to the cyclical nature of the real estate business. We feel confident with
our current rollover exposure, which is the percentage of our total managed space currently scheduled to expire, and are focused
on working toward renewals on expiries in the upcoming months, as well as continuing to manage our rollover exposure in the future
years.



Our leases generally have clauses that
provide for the collection of rental revenues in amounts that increase every few years, with these increases negotiated at the
signing of the lease. During the year ended December 31, 2014, approximately 39% of our leases executed had rent escalation
clauses. On average, these escalation clauses will increase rent annually by 1.44% over the terms of the respective leases. The
large number of high-credit-quality tenants in our portfolio lowers the risk of not realizing these increases. IFRS requires that
these increases be recorded on a straight-line basis over the life of the lease. For the year ended December 31, 2014, we
recognized $1.4 million of non-cash rental expense (compared to $2.6 million of non-cash rental revenue in 2013) as discussed above.
Direct commercial property expenses, which include real estate taxes, utilities, insurance, repairs and maintenance, cleaning,
and other property-related expenses, were $247.9 million for the year ended December 31, 2014 (compared to $250.0 million
in 2013).



Substantially all of our leases are net
leases, in which the lessee is required to pay its proportionate share of the property’s operating expenses such as utilities,
repairs, insurance, and taxes. Consequently, leasing activity is the principal contributor to the change in same-property net operating
income. Our total portfolio occupancy rate ended the quarter at 95.4%. At December 31, 2014, average in-place net rent throughout
the portfolio was $28 per square foot, compared with an average market net rent of $32 per square foot. The Trust’s average
in-place net rent is lower than the market net rent which is reflective of the fact that a portion of our leases were executed
at a point in time wherein market rents were lower. In a market of increasing rents, this below-market gap provides a growth opportunity
for the Trust as we replace lower in-place net rents with higher market rents.



Brookfield Canada Office Properties17







The following table shows the average lease
term, in-place rents, and estimated current market rents for similar space in each of our markets as of December 31, 2014:



|                 |  |                 |        |  | Avg.       |  |      | Avg. In-Place(1) |  |  | Avg. Market(2)  | 
|---------------- |  | --------------- | ------ |  | ---------- |  | ---- | ---------------- |  |  | --------------- | 
|                 |  | Leasable Area   |        |  | Lease Term |  |      | Net Rent         |  |  | Net Rent        | 
|Region           |  | (000's Sq. Ft.) |        |  | (Years)    |  |      | ($ per Sq. Ft.)  |  |  | ($ per Sq. Ft.) | 
|Toronto, Ontario |  |                 | 8,747  |  |            |  | 6.7  |                  |  |  | 28              | 
|Ottawa, Ontario  |  |                 | 1,743  |  |            |  | 5.9  |                  |  |  | 21              | 
|Calgary, Alberta |  |                 | 5,634  |  |            |  | 10.8 |                  |  |  | 30              | 
|Vancouver, B.C.  |  |                 | 582    |  |            |  | 8.7  |                  |  |  | 23              | 
|Other            |  |                 | 3      |  |            |  | —    |                  |  |  | —               | 
|Total            |  |                 | 16,709 |  |            |  | 8.1  |                  |  |  | 28              | 



| | (1) | Average in-place net rent represents the annualized cash amount on a per square foot basis collected from tenants plus tenant
expense reimbursements less the operating expenses being incurred for that space, excluding the impact of straight-lining rent
escalations or amortizing free rent periods provided on in-place leases.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Average market net rent represents management’s estimate of average rent per square foot for buildings of similar
quality to our portfolio. However, it may not necessarily be representative of the specific space that is rolling in any specific
year.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



A summary of current and historical occupancy
levels at December 31 for the past two years is as follows:



|                                      |  | Dec. 31, 2014 |        |  | Dec. 31, 2013 | 
|------------------------------------- |  | ------------- | ------ |  | ------------- | 
|                                      |  | Leasable      |        |  | %             | 
|(000’s Sq. Ft., except % leased data) |  | Area          |        |  | Leased        | 
|Toronto, Ontario                      |  |               | 8,747  |  |               | 
|Ottawa, Ontario                       |  |               | 1,743  |  |               | 
|Calgary, Alberta                      |  |               | 5,634  |  |               | 
|Vancouver, B.C.                       |  |               | 582    |  |               | 
|Other                                 |  |               | 3      |  |               | 
|Total                                 |  |               | 16,709 |  |               | 



During 2014, we leased 2,237,000 square
feet of space, which included 799,000 square feet of new leasing, 93,000 square feet of development pre-leasing, and 1,345,000
square feet of renewals, compared to expiries of 1,671,000 square feet and accelerated expiries of 595,000 square feet. The overall
average leasing net rent was $28 per square foot, which is an increase of 16.7% over the average expiring net rent of $24 per square
foot. At December 31, 2014, the average leasing net rent related to new and renewed leases was $33 per square foot and $26
per square foot, respectively.



Leasing highlights from the fourth quarter
include:



| | • | 657,000 square feet in Toronto
| | - | ------------------------------

| | - | A two-year, 203,000-square-foot renewal with Public Works & Government Services Canada at Exchange
Tower
| | - | --------------------------------------------------------------------------------------------------------

| | - | A 12-year, 83,000-square-foot renewal with Blaney McMurtry at 2 Queen St. East
| | - | ------------------------------------------------------------------------------

| | - | A 10-year, 48,000-square-foot pre-lease at Bay Adelaide Centre East development
| | - | -------------------------------------------------------------------------------

| | - | A 10-year, 37,000-square-foot renewal with Adelaide Club at First Canadian Place
| | - | --------------------------------------------------------------------------------

| | - | A seven-year, 34,000-square-foot renewal with National Bank of Canada at Exchange Tower
| | - | ---------------------------------------------------------------------------------------

| | - | A nine-year, 31,000-square-foot expansion with Zurich Insurance Company Ltd. at First Canadian
Place
| | - | ----------------------------------------------------------------------------------------------------

| | - | A five-year, 26,000-square-foot renewal with Cleveland Clinic at Brookfield Place Toronto
| | - | -----------------------------------------------------------------------------------------

| | - | An 11-year, 25,000-square-foot new lease with Sherritt International Corporation at Brookfield
Place Toronto
| | - | ------------------------------------------------------------------------------------------------------------



| | • | 154,000 square feet in Calgary
| | - | ------------------------------

| | - | A five-year, 97,000-square-foot expansion with TransCanada Pipelines at Fifth Avenue Place
| | - | ------------------------------------------------------------------------------------------

| | - | A 13-year, 24,000-square-foot expansion with Enbridge at Fifth Avenue Place
| | - | ---------------------------------------------------------------------------

| | - | A five-year, 21,000-square-foot renewal with Towers Watson at Suncor Energy Centre
| | - | ----------------------------------------------------------------------------------



| | • | 59,000 square feet in Vancouver
| | - | -------------------------------

| | - | An 11-year, 28,000-square-foot new lease with RBC Dominion Securities at Royal Centre; and
| | - | ------------------------------------------------------------------------------------------

| | - | A 10-year, 20,000-square-foot renewal and expansion with Avison Young Commercial Real Estate at
Royal Centre
| | - | ------------------------------------------------------------------------------------------------------------



182014 Annual Report







The details of our leasing activity for
the year ended December 31, 2014, are as follows:



|                 |  |               |        |  | Activities during the year ended Dec. 31, 2014 |  |        |            | 
|---------------- |  | ------------- | ------ |  | ---------------------------------------------- |  | ------ | ---------- | 
|                 |  |               |        |  |                                                |  |        | Average(1) | 
|                 |  | Dec. 31, 2013 |        |  |                                                |  |        | Expiring   | 
|(000's Sq. Ft.)  |  | Leased        |        |  | Expiries                                       |  |        | Net Rent   | 
|Toronto, Ontario |  |               | 8,244  |  |                                                |  | (1,217 | )          | 
|Ottawa, Ontario  |  |               | 1,680  |  |                                                |  | (603   | )          | 
|Calgary, Alberta |  |               | 5,624  |  |                                                |  | (424   | )          | 
|Vancouver, B.C.  |  |               | 512    |  |                                                |  | (22    | )          | 
|Other            |  |               | 3      |  |                                                |  | —      |            | 
|Total Leasing    |  |               | 16,063 |  |                                                |  | (2,266 | )          | 
|Development      |  |               | 583    |  |                                                |  | —      |            | 



| | (1) | Represents net rent in the final year.
| | --- | --------------------------------------

| | (2) | Year one leasing net rent is the rent at the commencement of the lease term on a per square foot basis including tenant
expense reimbursements, less operating expenses being incurred for that space, but excluding the impact of straight-lining rent
escalations or amortization of free rent periods.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Average leasing net rent is the average rent over the lease term on a per square foot basis including tenant expense reimbursements,
less operating expenses being incurred for that space, but including the impact of straight-lining rent escalations or amortization
of free rent periods.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Additionally, during the year ended December 31,
2014, tenant improvements and leasing costs related to leasing activity that occurred averaged $10.65 per square foot, of which
$22.00 per square foot and $3.91 per square foot related to new and renewed leases, respectively, compared to $10.86 per square
foot during the same prior year period.



INVESTMENT AND OTHER INCOME

Investment and other income totaled $1.1
million during the year ended December 31, 2014 (compared to $0.9 million in 2013). The amounts primarily include interest
earned on cash balances and cash settlements on legal matters.



INTEREST EXPENSE

Interest expense totaled $91.9 million
during the year ended December 31, 2014 (compared to $105.2 million in 2013). The decrease is due to the lower average costs
of borrowing of 4.01%, compared to 4.22% in 2013, coupled with an increase in capitalized borrowing costs on our development properties,
a non-recurring financing break fee incurred in 2013 for early refinancing at Suncor Energy Centre in Calgary and cancelled letters
of credit; offset by higher debt balances.



GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses were
$23.6 million during the year ended December 31, 2014 (compared to $25.4 million in 2013). The decrease is primarily due to
a non-recurring legal charge incurred during 2013.



INCOME TAX EXPENSE

The Trust is a “mutual fund trust”
pursuant to the Income Tax Act (Canada). The Trust distributes or designates all taxable earnings to unitholders, and as
such, under current legislation, the obligation to pay tax rests with each unitholder. No current and deferred tax provisions are
required on the Trust’s income.



FAIR VALUE (LOSSES) GAINS

During the year ended December 31,
2014, the Trust recognized fair value losses of $38.8 million (compared to $22.6 million of fair value gains in 2013). Fair value
adjustments are determined based on the movement of various parameters on a quarterly basis, including changes in projected cash
flows as a result of leasing and timing, discount rates, and terminal capitalization rates. Our investment property valuations
have remained relatively unchanged from December 31, 2013 due to an increase in value of commercial properties attributable
to capital expenditures, leasing costs and the recognition of net fair value gains as a result of improvements to tenant profiles
and valuation parameters in the Western region; offset by net fair value losses as a result of lower rental revenue and recoveries
and changes in leasing assumptions in the Eastern region.



TOTAL EQUITY PER UNIT

Total equity per unit represents the book
value of our total equity divided by total units outstanding. We believe that total equity per unit is the best indicator of our
current financial position because it reflects our total equity adjusted for all inflows and outflows, including FFO and changes
in the value of our investment properties.



Brookfield Canada Office Properties19







NON-IFRS MEASURES

Although we monitor and analyze our financial
performance using a number of indicators, our primary business objective of generating reliable and growing cash flow is monitored
and analyzed using net income, commercial property net operating income, funds from operations, and adjusted funds from operations.
Although net income is calculated in accordance with IFRS, IFRS does not prescribe standardized meanings for commercial property
net operating income, funds from operations, and adjusted funds from operations; therefore, they are unlikely to be comparable
to similar measures presented by other entities.



Commercial property net operating income

Commercial property net operating income
is defined by us as income from commercial property operations after direct property operating expenses, including property administration
costs, have been deducted but prior to deducting interest expense, general and administrative expenses, and fair value gains (losses).
Commercial property net operating income is used as a key indicator of performance, as it represents a measure over which management
of our commercial property operations has control.



Funds from Operations

Our definition of funds from operations
or “FFO” includes all of the adjustments that are outlined in the National Association of Real Estate Investment Trusts
(“NAREIT”) definition of FFO including the exclusion of gains (or losses) from the sale of real estate property and
the add back of any depreciation and amortization related to real estate assets. In addition to the adjustments prescribed by NAREIT,
we also make adjustments to exclude any unrealized fair value gains (or losses) that arise as a result of reporting under IFRS.
These additional adjustments result in an FFO measure that would be similar to that which would result if the Trust determined
net income in accordance with U.S. GAAP and is also consistent with the Real Property Association of Canada (“REALPAC”)
white paper on funds from operations for IFRS issued November 2012. Our FFO measure will differ from other organizations applying
the NAREIT definition to the extent of certain differences between the IFRS and U.S. GAAP reporting frameworks, principally related
to the recognition of lease termination income and fair value gains (or losses), which does not have a significant impact on the
FFO measure reported.



Adjusted Funds from Operations

Adjusted funds from operations or “AFFO”
is defined by us as FFO net of actual second-generation leasing commissions and tenant improvements, actual maintaining value capital
expenditures, and straight-line rental income. AFFO is a widely used measure used to assess an entity’s ability to pay distributions.



COMMERCIAL PROPERTY NET OPERATING INCOME







Commercial property net operating income
includes commercial property revenue less direct commercial property expense and is a key indicator of performance as it represents
a measure over which management of the commercial property operations has control. One of the ways in which we evaluate performance
is by comparing the performance of the commercial property portfolio on a same property basis. Same property commercial property
net operating income is defined as properties included in our consolidated results that we own and operate throughout both the
current and prior period. Accordingly, same property results would exclude properties acquired or sold during each period, as well
as significant lease termination and other income (charges) amounts that are non-recurring.



Our commercial property net operating income
for the year ended December 31, 2014, was $269.3 million (compared to $271.9 million in 2013). The decrease is primarily due
to lower rental revenues and recoveries as a result of increased vacancy at Brookfield Place Toronto and Bay Adelaide West in Toronto
and Royal Centre in Vancouver, as well as one-time write offs of non-cash rental revenue resulting from lease terminations in Toronto;
offset by realty tax recoveries received upon appeal at Bay Adelaide West and higher lease termination and parking income.



The components of commercial property net
operating income are as follows:



|(Millions)                         |  | 2014 |       |  | 2013 |  
|---------------------------------- |  | ---- | ----- |  | ---- | -
|Commercial property revenue        |  | $    | 517.2 |  |      | $
|Direct commercial property expense |  |      | 247.9 |  |      |  
|Total                              |  | $    | 269.3 |  |      | $



202014 Annual Report







Same commercial property operation highlights are as follows:



|(Millions)                                               |  | 2014 |       |  | 2013 |  
|-------------------------------------------------------- |  | ---- | ----- |  | ---- | -
|Commercial property net operating income – same property |  | $    | 257.5 |  |      | $
|Lease termination and other income                       |  |      | 11.8  |  |      |  
|Total                                                    |  | $    | 269.3 |  |      | $



|                                        |  | 12/31/2014 |      |   | 12/31/2013 |  
|--------------------------------------- |  | ---------- | ---- | - | ---------- | -
|Same property average in-place net rent |  | $          | 28   |   |            | $
|Same property occupancy                 |  |            | 95.4 | % |            |  



RECONCILIATION OF COMMERCIAL PROPERTY
NET OPERATING INCOME TO NET INCOME



|(Millions, except per unit amounts)      |  | 2014 |       |   | 2013 |  
|---------------------------------------- |  | ---- | ----- | - | ---- | -
|Commercial property net operating income |  | $    | 269.3 |   |      | $
|Add (deduct):                            |  |      |       |   |      |  
|Fair value (losses) gains                |  |      | (38.8 | ) |      |  
|General and administrative expense       |  |      | (23.6 | ) |      |  
|Interest expense                         |  |      | (91.9 | ) |      |  
|Investment and other income              |  |      | 1.1   |   |      |  
|Net income                               |  | $    | 116.1 |   |      | $



RECONCILIATION OF NET INCOME TO FUNDS
FROM OPERATIONS

Funds from operations was $1.70 per unit
during the year ended December 31, 2014 (compared to $1.55 per unit in 2013).



|(Millions, except per unit amounts)                            |  | 2014 |       |  | 2013 |  
|-------------------------------------------------------------- |  | ---- | ----- |  | ---- | -
|Net income                                                     |  | $    | 116.1 |  |      | $
|Add (deduct):                                                  |  |      |       |  |      |  
|Fair value losses (gains)                                      |  |      | 38.8  |  |      |  
|Amortization of lease incentives                               |  |      | 2.2   |  |      |  
|Foreign exchange losses                                        |  |      | 1.1   |  |      |  
|Funds from operations                                          |  | $    | 158.2 |  |      | $
|Funds from operations attributable to unitholders              |  |      | 44.3  |  |      |  
|Funds from operations attributable to non-controlling interest |  |      | 113.9 |  |      |  
|                                                               |  | $    | 158.2 |  |      | $
|Weighted average Trust Units outstanding                       |  |      | 26.2  |  |      |  
|Funds from operations per Trust unit                           |  | $    | 1.70  |  |      | $



RECONCILIATION OF FUNDS FROM OPERATIONS
TO ADJUSTED FUNDS FROM OPERATIONS

Adjusted funds from operations totaled
$1.30 per unit during the year ended December 31, 2014 (compared to $1.18 per unit in 2013).



|(Millions, except per unit amounts)                                     |  | 2014 |       |   | 2013 |  
|----------------------------------------------------------------------- |  | ---- | ----- | - | ---- | -
|Funds from operations                                                   |  | $    | 158.2 |   |      | $
|Deduct:                                                                 |  |      |       |   |      |  
|Straight-line rental income                                             |  |      | (0.8  | ) |      |  
|Second-generation leasing commissions and tenant improvements           |  |      | (28.0 | ) |      |  
|Maintaining value capital expenditures                                  |  |      | (7.9  | ) |      |  
|Adjusted funds from operations                                          |  | $    | 121.5 |   |      | $
|Adjusted funds from operations attributable to unitholders              |  |      | 34.0  |   |      |  
|Adjusted funds from operations attributable to non-controlling interest |  |      | 87.5  |   |      |  
|                                                                        |  | $    | 121.5 |   |      | $
|Weighted average Trust Units outstanding                                |  |      | 26.2  |   |      |  
|Adjusted funds from operations per Trust Unit                           |  | $    | 1.30  |   |      | $
|Trust unit distribution declared                                        |  | $    | 1.21  |   |      | $
|Distribution ratio                                                      |  |      | 93    | % |      |  



Brookfield Canada Office Properties21







AFFO is calculated by adjusting FFO for
straight-line rental income, actual second-generation leasing commissions and tenant improvements, and actual maintaining value
capital expenditures for maintaining the infrastructure and current rental revenues of our properties. Actual expenditures will
vary from period to period and at times could be materially different depending on the timing of leasing activities and capital
plans. As a result, AFFO will experience volatility when comparing period-over-period results. Due to the volatile nature of AFFO,
we believe that it is important to compare the actual results with historic and projected averages of leasing costs and maintaining
value capital expenditures in order to determine the effects of a full office leasing cycle. Our 5-year historic average reflects
the actual leasing activities completed, while the 10-year average projections reflect our leasing expiry profile. We also believe
that these averages will provide insight to determining the normalized distribution payout ratio and growth in adjusted funds from
operations.



The historic and projected averages are
as follows:





|                                       |  | Annual amount     |     
|-------------------------------------- |  | ----------------- | ----
|                                       |  | 5-year            |     
|(Millions)                             |  | historic coverage |     
|Second generation                      |  |                   |     
|Leasing commissions                    |  | $                 | 7.5 
|Tenant improvements                    |  |                   | 13.7
|Maintaining value capital expenditures |  |                   | 4.4 





There is no standard industry defined measure
of AFFO; therefore, our methodology of calculating AFFO will differ from other entities and may not be comparable to similar measures
presented by other entities.



RECONCILIATION OF CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
TO ADJUSTED FUNDS FROM OPERATIONS



|(Millions)                                                    |  | 2014 |       |   | 2013 |  
|------------------------------------------------------------- |  | ---- | ----- | - | ---- | -
|Cash flows provided by operating activities                   |  | $    | 136.2 |   |      | $
|Add (deduct):                                                 |  |      |       |   |      |  
|Working capital and other                                     |  |      | 14.4  |   |      |  
|Leasing commissions and tenant inducements                    |  |      | 8.8   |   |      |  
|Foreign exchange losses                                       |  |      | 1.1   |   |      |  
|Amortization of deferred financing costs                      |  |      | (3.1  | ) |      |  
|Second-generation leasing commissions and tenant improvements |  |      | (28.0 | ) |      |  
|Maintaining value capital expenditures                        |  |      | (7.9  | ) |      |  
|Adjusted funds from operations                                |  | $    | 121.5 |   |      | $



222014 Annual Report







QUARTERLY RESULTS



The results by quarter are as follows:

|                                         |  | 2014 |       |  | 2013 |  
|---------------------------------------- |  | ---- | ----- |  | ---- | -
|(Millions, except per unit amounts)      |  | Q4   |       |  | Q3   |  
|Revenue                                  |  | $    | 134.8 |  |      | $
|Commercial property net operating income |  |      | 67.9  |  |      |  
|Interest expense                         |  |      | 22.0  |  |      |  
|Funds from operations                    |  |      | 40.6  |  |      |  
|Adjusted funds from operations(1)        |  |      | 21.7  |  |      |  
|Net income                               |  |      | 25.8  |  |      |  
|Net income per Trust unit                |  | $    | 0.28  |  |      | $



| | (1) | 2014 and Q4 2013 amounts were adjusted to reflect actual leasing commissions, tenant improvements and maintaining value
capital expenditures incurred. Q1-Q3 2013 amounts were calculated based on historical spend levels as well as projected spend levels
over the next 10 years as described on page 22.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Brookfield Canada Office Properties23







PART III – RISKS AND UNCERTAINTIES



BOX’s financial results are affected
by the performance of our operations and various external factors influencing the specific sectors and geographic locations in
which we operate, as well as macroeconomic factors such as economic growth, inflation, interest rates, regulatory requirements
and initiatives, and litigation and claims that arise in the normal course of business.



Our strategy is to invest in premier assets
that generate sustainable streams of cash flow. Although high-quality assets may initially generate lower returns on capital, we
believe that the sustainability and future growth of their cash flows is more assured over the long term and, as a result, warrant
higher valuation levels. We also believe that the high quality of our asset base protects the Trust against future uncertainty
and enables us to invest with confidence when opportunities arise.



The following is a review of the material
factors and the potential impact these factors may have on our business operations. A more detailed description of our business
environment and risks is contained in our Annual Information Form, which is posted on our web site at www.brookfieldcanadareit.com
or at www.sedar.com or www.sec.gov.



PROPERTY-RELATED RISKS

Our strategy is to invest in high-quality
office properties as defined by the physical characteristics of the asset and, more important, the certainty of receiving rental
payments from large corporate tenants (with investment-grade credit ratings – see “Credit Risk” on page 25) that
these properties attract. Nonetheless, we remain exposed to certain risks inherent in the core office-property business.



Commercial property investments are generally
subject to varying degrees of risk depending on the nature of the property. These risks include changes in general economic conditions
(such as the availability and costs of mortgage funds), local conditions (such as an oversupply of space or a reduction in demand
for real estate in the markets in which we operate), the attractiveness of the properties to tenants, competition from other landlords
with competitive space, and our ability to provide adequate maintenance at an economical cost.



Certain significant expenditures, including
property taxes, maintenance costs, mortgage payments, insurance costs, and related charges, must be made regardless of whether
a property is producing sufficient income to service these expenses. Our office properties are subject to mortgages that require
substantial debt service payments. If we become unable or unwilling to meet mortgage payments on any property, losses could be
sustained as a result of the mortgagee’s exercise of its rights of foreclosure or of sale. We believe the stability and long-term
nature of our contractual revenues effectively mitigates these risks.



As owners of premier office properties,
lease rollovers also present a risk, as continued growth of rental income is dependent on strong leasing markets to ensure expiring
leases are renewed and new tenants are found promptly to fill vacancies. Refer to “Lease Rollover Risk” on page 25
of this MD&A for further details.



INTEREST RATE AND FINANCING RISK

We attempt to stagger the maturities of
our mortgage portfolio evenly over a 10-year time horizon. We believe that this strategy will most effectively manage interest
rate risk.



As outlined under “Capital Resources
and Liquidity,” beginning on page 15 of this MD&A, we have an ongoing need to access debt markets to refinance maturing
debt as it comes due. There is a risk that lenders will not refinance such maturing debt on terms and conditions acceptable to
us or on any terms at all. Our strategy to stagger the maturities of our mortgage portfolio attempts to mitigate our exposure to
excessive amounts of debt maturing in any one year.



Approximately 13.1% of our outstanding
investment property and corporate debt at December 31, 2014 is floating-rate debt (December 31, 2013 – 0.5%) and
subject to fluctuations in interest rates. The effect of a 100-basis point increase in interest rates on interest expense relating
to our floating-rate debt, all else being equal, is an increase in interest expense of $3.5 million on an annual basis or $0.04
per unit. In addition, there is interest rate risk associated with the Trust’s fixed rate debt due to the expected requirement
to refinance such debt in the year of maturity. The effect of a 100 basis-point increase in interest rates on interest expense
relating to fixed rate debt maturing within one year, all else being equal, is an increase in interest expense of $2.4 million
on an annual basis or approximately $0.03 per unit.



The analysis does not reflect the impact
a changing interest rate environment could have on our overall performance and, as a result, it does not reflect the actions management
may take in such an environment.



We currently have a level of indebtedness
for the Trust of 45.7% of the fair market value of our commercial and development properties. This level of indebtedness is considered
by the Trust to be conservative and, based on this, the Trust believes that all debts will be financed or refinanced as they come
due in the foreseeable future.



242014 Annual Report







CREDIT RISK

Credit risk arises from the possibility
that tenants may be unable to fulfill their lease commitments. We mitigate this risk by ensuring that our tenant mix is diversified
and by limiting our exposure to any one tenant. We also maintain a portfolio that is diversified by industry type so that exposure
to a business sector is lessened. Currently, no single tenant represents more than 11.0% of total leasable area and 7.4% of commercial
property revenue.



We attempt to mitigate our credit risk
by signing long-term leases with tenants who have investment-grade credit ratings. The Trust directs special attention to the credit
quality of our tenants in order to ensure the long-term sustainability of rental revenues through economic cycles. Once a lease
has been signed, the Trust proactively monitors the financial performance of significant tenants on a regular basis and reviews
the status of arrears. The Trust regularly monitors indicators of increased risk within its tenant portfolio and maintains a formalized
tenant credit report to identify natural changes in credit quality.



The following list shows our top 20 largest
tenants by leasable area in our commercial properties portfolio and their respective lease commitments:



|   |  |                                  |  |                             |  |                  |  | 000’s Sq. Ft.(2) |     |   |      |  |       |      |  | 
|-- |  | -------------------------------- |  | --------------------------- |  | ---------------- |  | ---------------- | --- | - | ---- |  | ----- | ---- |  | 
|   |  | Tenant                           |  | Primary Location            |  | Credit Rating(1) |  | 2015             |     |   | 2016 |  |       | 2017 |  | 
|1  |  | Government and related agencies  |  | Toronto, Ottawa             |  | AAA              |  |                  | 2   |   |      |  | 575   |      |  | 
|2  |  | Suncor Energy Inc.               |  | Calgary                     |  | A-               |  |                  |     |   |      |  |       |      |  | 
|3  |  | Bank of Montreal                 |  | Toronto, Calgary            |  | A+               |  |                  |     |   |      |  | 17    |      |  | 
|4  |  | Imperial Oil                     |  | Calgary                     |  | AAA              |  |                  | 68  |   |      |  | 650   |      |  | 
|5  |  | Talisman Energy                  |  | Calgary                     |  | BBB-             |  |                  | 81  |   |      |  |       |      |  | 
|6  |  | Royal Bank                       |  | Toronto, Calgary, Vancouver |  | AA-              |  |                  |     |   |      |  | 28    |      |  | 
|7  |  | Canadian Natural Resources       |  | Calgary                     |  | BBB+             |  |                  |     |   |      |  |       |      |  | 
|8  |  | Enbridge Inc.                    |  | Calgary                     |  | A-               |  |                  |     |   |      |  |       |      |  | 
|9  |  | Deloitte LLP                     |  | Toronto, Calgary            |  | Not Rated        |  |                  | 98  |   |      |  | 49    |      |  | 
|10 |  | Bennett Jones                    |  | Toronto, Calgary            |  | Not Rated        |  |                  |     |   |      |  |       |      |  | 
|11 |  | KPMG Management Services LP      |  | Toronto                     |  | Not Rated        |  |                  |     |   |      |  |       |      |  | 
|12 |  | CIBC                             |  | Toronto, Calgary            |  | A+               |  |                  |     |   |      |  |       |      |  | 
|13 |  | Osler, Hoskin & Harcourt         |  | Toronto                     |  | Not Rated        |  |                  | 28  |   |      |  |       |      |  | 
|14 |  | Toronto Stock Exchange           |  | Toronto                     |  | Not Rated        |  |                  |     |   |      |  |       |      |  | 
|15 |  | Goodmans LLP                     |  | Toronto                     |  | Not Rated        |  |                  |     |   |      |  |       |      |  | 
|16 |  | EnCana Corporation               |  | Calgary                     |  | BBB              |  |                  | 181 |   |      |  |       |      |  | 
|17 |  | The Bay                          |  | Toronto                     |  | B+               |  |                  |     |   |      |  |       |      |  | 
|18 |  | Gowlings Canada Inc.             |  | Toronto                     |  | Not Rated        |  |                  |     |   |      |  |       |      |  | 
|19 |  | The Manufacturers Life Insurance |  | Toronto                     |  | AA-              |  |                  |     |   |      |  |       |      |  | 
|20 |  | Fasken Marteneau DuMoulin LLP    |  | Toronto                     |  | Not Rated        |  |                  |     |   |      |  |       |      |  | 
|   |  | Total                            |  |                             |  |                  |  |                  | 458 |   |      |  | 1,319 |      |  | 
|   |  | Total %                          |  |                             |  |                  |  |                  | 4.9 | % |      |  | 14.2  | %    |  | 



| | (1) | From S&P.
| | --- | ---------

| | (2) | Reflects the year of maturity related to lease(s) included in the ‘Beyond’ column.
| | --- | ----------------------------------------------------------------------------------

| | (3) | Percentage of total leasable area of commercial properties, prior to considering partnership interests in partially owned
properties; excludes parking.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------



LEASE ROLLOVER RISK

Lease roll-over risk arises from the possibility
that we may experience difficulty renewing leases as they expire or in re-leasing space vacated by tenants upon early lease expiry.
We attempt to stagger our lease-expiry profile so that we are not faced with disproportionate amounts of space expiring in any
one year. Approximately 5.3% of our leases mature annually up to 2019. Our portfolio has a weighted-average lease life of eight
years. We further mitigate this risk by maintaining a diversified portfolio mix by geographic location and by proactively leasing
space in advance of its contractual expiry.



The following table sets out lease expiries, by square footage,
for our portfolio at December 31, 2014.



|(000’s Sq. Ft.)  |  | Currently Available |     |   | 2015 |  |     | 2016 |  |  | 2017  |   |  | 2018 |     |   | 2019 |  |     | 2020 |  |  | 2021 |   |  | 2022 & Beyond |       |   | Leasable |  |       | Parking |  |  | Total |  
|---------------- |  | ------------------- | --- | - | ---- |  | --- | ---- |  |  | ----- | - |  | ---- | --- | - | ---- |  | --- | ---- |  |  | ---- | - |  | ------------- | ----- | - | -------- |  | ----- | ------- |  |  | ----- | -
|Toronto, Ontario |  |                     | 602 |   |      |  | 350 |      |  |  | 445   |   |  |      | 536 |   |      |  | 702 |      |  |  | 713  |   |  |               | 1,107 |   |          |  | 483   |         |  |  | 3,809 |  
|Ottawa, Ontario  |  |                     | 116 |   |      |  | 6   |      |  |  | 585   |   |  |      | 7   |   |      |  | 3   |      |  |  | 86   |   |  |               | 9     |   |          |  | 561   |         |  |  | 370   |  
|Calgary, Alberta |  |                     | 33  |   |      |  | 150 |      |  |  | 360   |   |  |      | 62  |   |      |  | 142 |      |  |  | 106  |   |  |               | 270   |   |          |  | 105   |         |  |  | 4,406 |  
|Vancouver, B.C.  |  |                     | 17  |   |      |  | 62  |      |  |  | 45    |   |  |      | 13  |   |      |  | 27  |      |  |  | 39   |   |  |               | 61    |   |          |  | 26    |         |  |  | 292   |  
|Other            |  |                     | —   |   |      |  | —   |      |  |  | —     |   |  |      | —   |   |      |  | —   |      |  |  | 1    |   |  |               | —     |   |          |  | —     |         |  |  | 2     |  
|Total            |  |                     | 768 |   |      |  | 568 |      |  |  | 1,435 |   |  |      | 618 |   |      |  | 874 |      |  |  | 945  |   |  |               | 1,447 |   |          |  | 1,175 |         |  |  | 8,879 |  
|% of total       |  |                     | 4.6 | % |      |  | 3.4 | %    |  |  | 8.6   | % |  |      | 3.7 | % |      |  | 5.2 | %    |  |  | 5.7  | % |  |               | 8.7   | % |          |  | 7.0   | %       |  |  | 53.1  | %



Brookfield Canada Office Properties25







ENVIRONMENTAL RISKS

As an owner of real property, we are subject
to various laws relating to environmental matters. These laws could hold us liable for the costs of removal and remediation of
certain hazardous substances or waste present in our buildings, released or deposited on or in our properties or disposed of at
other locations. These costs could be significant and would reduce cash available for our business. The failure to remove or remediate
such substances could adversely affect our ability to sell or our ability to borrow using such real estate as collateral and could
potentially result in claims against us. We are not aware of any material non-compliance with environmental laws at any of our
properties nor are we aware of any pending or threatened investigations or actions by environmental regulatory authorities in connection
with any of our properties or any pending or threatened claims relating to environmental conditions at our properties.



We will continue to make the necessary
capital and operating expenditures to ensure that we are compliant with environmental laws and regulations. Although there can
be no assurances, we do not believe that costs relating to environmental matters will have a material effect on our business, financial
condition or results of operations. However, environmental laws and regulations can change rapidly and we may become subject to
more stringent environmental laws and regulations in the future. Compliance with more stringent environmental laws and regulations
could have an adverse effect on our business, financial condition, or results of operations.



OTHER RISKS AND UNCERTAINTIES

Real estate is relatively illiquid. Such
illiquidity may limit our ability to vary our portfolio promptly in response to changing economic or investment conditions. Also,
financial difficulties of other property owners resulting in distressed sales could depress real estate values in the markets in
which we operate.



Our investment properties generate a relatively
stable source of income from contractual tenant rent payments. Continued growth of rental income is dependent on strong leasing
markets to ensure expiring leases are renewed and new tenants are found promptly to fill vacancies at attractive rental rates.
With leasing markets performance being impacted by the strength of the economies in which we operate, it is possible we could see
downward pressure on overall occupancy levels and net effective rents if economic recovery slows or stalls. We are, however, substantially
protected against short-term market conditions, as most of our leases are long-term in nature with an average term of eight years.



INSURANCE RISKS

We maintain insurance on our commercial
properties in amounts and with deductibles that we believe are in line with what owners of similar properties carry. We maintain
all risk property insurance and rental value coverage (including coverage for the perils of flood, earthquake and windstorm). Our
all risk policy limit is $1.5 billion per occurrence. Our earthquake limit is $500 million per occurrence and in the annual aggregate.
This coverage is subject to a $100,000 (dollars) deductible for all locations except for British Columbia where the deductible
is 3% of the values for all locations where the physical loss, damage or destruction occurred. The flood limit is $500 million
per occurrence and in the annual aggregate, and is subject to a deductible of $25,000 (dollars) for all losses arising from the
same occurrence. Windstorm is included under the all risk coverage limit of $1.5 billion.



With respect to our commercial properties, we purchase an insurance
policy that covers acts of terrorism for limits up to $1.45 billion.



262014 Annual Report







PART IV – CRITICAL ACCOUNTING
POLICIES AND ESTIMATES



CHANGES IN ACCOUNTING POLICY

The Trust adopted IFRIC 21, “Levies”,
effective for annual periods beginning on or after January 1, 2014. IFRIC 21 clarifies that a liability for a levy, such as property
taxes, is recognized when the activity that triggers payment, as identified by the relevant legislation, occurs. The Trust has
evaluated the impact to the consolidated financial statements and concluded that the adoption of this guidance has had no material
impact on the disclosures or on the amounts recognized in the consolidated financial statements.



FUTURE ACCOUNTING POLICY CHANGES

The following are the accounting policies
that the Trust expects to adopt in the future:



Financial Instruments

On July 25, 2014, the IASB issued its final
version of IFRS 9, “Financial Instruments”. IFRS 9, as amended, introduces a logical approach for the classification
of financial assets, which is driven by cash flow characteristics and the business model in which an asset is held. This single,
principle-based approach replaces existing rule-based requirements that are generally considered to be overly complex and difficult
to apply. The new model results in a single impairment model being applied to all financial instruments, thereby removing a source
of complexity associated with previous accounting requirements. It also introduces a new, expected-loss impairment model that will
require more timely recognition of expected credit losses. IFRS 9 is effective for annual periods beginning on or after January
1, 2018 and should be applied retrospectively. The Trust is currently evaluating the impact to the consolidated financial statements.



Joint Arrangements

In May 2014, the IASB issued Amendments
to IFRS 11, “Joint Arrangements: Accounting for Acquisitions of Interests in Joint Operations”.  The objective
of the amendments is to add new guidance to IFRS 11 on accounting for the acquisition of an interest in a joint operation in which
the activity of the joint operation constitutes a business, as defined in IFRS 3, “Business Combinations”.  Acquirers
of such interests are to apply the relevant principles on business combination accounting in IFRS 3 and other standards, as well
as disclosing the relevant information specified in these standards for business combinations. This amendment to IFRS 11 is effective
for annual periods beginning on or after January 1, 2016 and should be applied prospectively. The Trust is currently evaluating
the impact to the consolidated financial statements.



Revenue from Contracts with Customers

In May 2014, the IASB issued its new revenue
standard, IFRS 15, “Revenue from Contracts with Customers”. IFRS 15 specifies how and when revenue should be recognized
as well as requiring more informative and relevant disclosures. IFRS 15 supersedes IAS 18, “Revenue Recognition”, IAS
11, “Construction Contracts” and a number of revenue-related interpretations. Application of the standard is mandatory
and it applies to nearly all contracts with customers: the main exceptions are leases, financial instruments and insurance contracts.
IFRS 15 is effective for annual periods on or after January 1, 2017 and should be applied retrospectively. The Trust is currently
evaluating the impact to the consolidated financial statements.



CRITICAL ACCOUNTING POLICIES

Our critical accounting policies are those
that we believe are the most important in portraying our financial condition and results of operations, and require the most subjective
judgment and estimates on the part of management.



Investment Properties

Investment properties include commercial
properties held to earn rental income and properties that are being constructed or developed for future use as investment properties.
Commercial properties and commercial developments are recorded at fair value, determined based on available market evidence, at
the balance sheet date. We determine the fair value of each investment property based upon, among other things, rental income from
current leases and assumptions about rental income from future leases reflecting market conditions at the balance sheet date, less
future cash flows in respect of such leases. Fair values are primarily determined by discounting the expected future cash flows,
generally over a term of 11 years including a terminal value based on the application of a capitalization rate to estimated year
12 cash flows. Commercial developments under active development are measured using a discounted cash flow model, net of costs to
complete, as of the balance sheet date. Valuations of investment properties are most sensitive to changes in the discount rate
and timing or variability of cash flows.



The cost of commercial developments includes
direct development costs, realty taxes and borrowing costs directly attributable to the development. Borrowing costs associated
with direct expenditures on properties under development are capitalized. The amount of borrowing costs capitalized is determined
first by reference to borrowings specific to the project, where relevant, and otherwise by applying a weighted average cost of
borrowings to eligible expenditures after adjusting for borrowings associated with other specific developments. Where borrowings
are associated with specific developments, the amount capitalized is the gross cost incurred on those borrowings less any investment
income arising on their temporary investment. Borrowing costs are capitalized from the commencement of the development until the
date of practical completion. The capitalization of borrowing costs is suspended if there are prolonged periods when development
activity is interrupted. We consider practical completion to have occurred when the property is capable of operating in the manner
intended by management. Generally this occurs upon completion of construction and receipt of all necessary occupancy and other
material permits. Where we have pre-leased space as of or prior to the start of the development and the lease requires us to construct
tenant improvements which enhance the value of the property, practical completion is considered to occur on completion of such
improvements.



Initial direct leasing costs we incur in
negotiating and arranging tenant leases are added to the carrying amount of investment properties.

Brookfield Canada Office Properties27









Tax

The Trust is a “mutual fund trust”
pursuant to the Income Tax Act (Canada). The Trust distributes or designates all taxable earnings to unitholders, and as
such, under current legislation, the obligation to pay tax rests with each unitholder. Deferred income taxes are not recognized
in the Trust’s financial statements on the basis that the Trust can deduct distributions paid such that its liability for
income taxes is substantially reduced or eliminated for the year, and the Trust intends to continue to distribute its taxable income
and continue to qualify as a real estate investment trust for the foreseeable future.



Revenue Recognition

We account for our leases with tenants
as operating leases as we have retained substantially all of the risks and benefits of ownership of our investment properties.
Revenue recognition under a lease commences when the tenant has a right to use the leased asset. Generally, this occurs on the
lease commencement date or, where we are required to make additions to the property in the form of tenant improvements that enhance
the value of the property, upon substantial completion of those improvements. The total amount of contractual rent to be received
from operating leases is recognized on a straight-line basis over the term of the lease; a straight-line rent or free-rent receivable,
which is included in the carrying amount of investment property, is recorded for the difference between the rental revenue recorded
and the contractual amount received.



An allowance for doubtful accounts is recorded,
if necessary, for estimated losses resulting from the inability of tenants to make required rent payments. The computation of this
allowance is based on the tenants’ payment history and current credit status as well as certain industry-specific or geography-specific
credit considerations. We also make judgments with respect to whether tenant improvements provided in connection with a lease enhance
the value of the leased property, which determines whether such amounts are treated as additions to investment property as well
as the point in time at which revenue recognition under the lease commences. In addition, where a lease allows a tenant to elect
to take all or a portion of any unused tenant improvement allowance as a rent abatement, we must exercise judgment in determining
the extent to which the allowance represents an inducement that is amortized as a reduction of lease revenue over the term of the
lease.



Rental revenue also includes percentage
participating rents and recoveries of operating expenses, including property taxes. Percentage participating rents are recognized
when tenants’ specified sales targets have been met. Operating expense recoveries are recognized in the period that recoverable
costs are chargeable to tenants.



Critical judgments in applying accounting
policies

The critical judgments that have been made
in applying our accounting policies and that have the most significant effect on the amounts in the consolidated financial statements
are described in Note 2(n) in the consolidated financial statements.



USE OF ESTIMATES

The preparation of our consolidated financial
statements requires management to make judgments, estimates, and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the condensed consolidated interim financial statements, and the
reported amounts of revenues and expenses during the reporting period. Our estimates are based on historical experience and on
various other assumptions that are believed to be reasonable under the circumstances. The result of our ongoing evaluation of these
estimates forms the basis for making judgments about the carrying values of assets and liabilities and the reported amounts of
revenues and expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different
assumptions.



RELATED-PARTY TRANSACTIONS

In the normal course of operations, the
Trust enters into various transactions on market terms with related parties that have been measured at exchange value and are recognized
in the consolidated financial statements.



The Trust has entered into two service-support
agreements with BOPM LP, dated May 1, 2010, for the provision of property management, leasing, construction, and asset management
services. The purpose of the agreements is to provide the services of certain personnel and consultants as are necessary to help
the Trust operate and manage its assets and tenant base; it also includes a cost-recovery for administrative and regulatory compliance
services provided. The fees paid to BOPM LP are calculated in accordance with the terms of the agreements. Included in direct commercial
property expense during the year ended December 31, 2014, are amounts paid to BOPM LP for property management services of
$14.1 million (compared to $14.2 million in 2013). Included in investment properties during the year ended December 31, 2014,
are amounts paid to BOPM LP for leasing and construction services of $3.2 million (compared to $4.1 million in 2013). Included
in general and administrative expenses during the year ended December 31, 2014, are amounts paid to BOPM LP for asset management
and administrative and regulatory compliance services of $19.0 million (compared to $17.5 million in 2013).



Included in rental revenues during the
year ended December 31, 2014, are amounts received from Brookfield Asset Management Inc., the ultimate parent of BPO, and
its affiliates of $6.9 million (compared to $6.3 million in 2013).



Included in commercial development during the year ended December 31,
2014, are amounts paid to a subsidiary of Brookfield Asset Management Inc. of $151.9 million (compared to $49.0 million in 2013)
pursuant to a contract to construct Bay Adelaide East.



282014 Annual Report







During the third quarter of 2013 and the fourth quarter of 2014,
the Trust acquired Bay Adelaide East and Brookfield Place Calgary East, respectively, from its parent company, BPO, for an aggregate
total investment of $601.9 million and $966.3 million, respectively. The buildings were purchased on an "as-if-completed-and-stabilized
basis," and as such, BPO retains the development obligations including construction, lease-up and financing. As part of the
acquisitions, the Trust formed an independent committee and engaged third-party advisors to evaluate the fairness of the transactions.



The following table summarizes the details
of the transactions:



|(Millions, except Operational Information)   |  | Bay Adelaide East |       |  | Brookfield Place Calgary East |  
|-------------------------------------------- |  | ----------------- | ----- |  | ----------------------------- | -
|Initial acquisition price                    |  | $                 | 169.9 |  |                               | $
|Up-front equity commitment                   |  |                   | 26.0  |  |                               |  
|First mortgage construction loan             |  |                   | 350.0 |  |                               |  
|Final payment due to BPO on stabilization(1) |  |                   | 56.0  |  |                               |  
|Aggregate total investment                   |  | $                 | 601.9 |  |                               | $

(1)Subject to achieving
stabilized net operating income and targeted permanent financing, which is expected to occur in 2017 for Bay Adelaide East and
2018 for Brookfield Place Calgary East.



Brookfield Canada Office Properties29







PART V – BUSINESS ENVIRONMENT
AND OUTLOOK



OPERATING
ENVIRONMENT AND OUTLOOK

2014 was another successful year for BOX
as we made great progress on various fronts, including significant leasing volume, an extension and upsize of our corporate debt
facility, a 6% increase in our unitholders’ distribution, and the acquisition of Brookfield Place Calgary East. Our performance
over the past year reiterates our belief that BOX offers institutional investors and individual shareholders alike the best option
to invest in the most prestigious office properties in Canada. On the leasing front, BOX achieved a full-year leasing volume of
2.2 million square feet, our highest level since 2010; as well our portfolio occupancy rate finished the year at 95.4%, which compares
favourably with the Canadian national average of 91.1%. Despite the early terminations and extended downtime we experienced during
the year, BOX maintained a sub-5% vacancy across our portfolio. We also improved our 5-year rollover exposure up to 2019 by 5.3%.
With respect to financing initiatives, we lowered the average cost of debt by 20 basis points to 4.0% and maintained the average
debt term-to-maturity at eight years. We also increased our borrowing capacity by $80 million through upsize of our corporate revolver.
In the first quarter of 2014, BOX raised its unit distribution by 6% to $1.24 annually as we look for ways to add investment value
to our unitholders. Lastly, the newly acquired Brookfield Place Calgary East is 71% pre-leased and is on target to be completed
in late 2017. It is being developed to a high level of efficiency and sustainability and will achieve LEED Gold certification upon
completion. The project will be the newest, best-in class office precinct in Calgary’s financial core.



Our priorities for 2015 include focusing
on leasing objectives as we continue to backfill existing voids and reduce vacancy exposure and maintaining an above-market occupancy
rate. Specifically, we are focused on finalizing the long-term Government lease at Jean Edmonds Tower in Ottawa, and devising re-leasing
plans to fill existing voids and minimize rollover exposure in the near to mid-term in Toronto and Vancouver. At the end of 2014,
Toronto experienced a pick-up in leasing velocity while both Calgary and Vancouver experienced negative absorption primarily due
to new inventory and sublease space coming to market. Our expectation is that vacancy rates will, on average, migrate upward over
the course of 2015 as new inventory in Toronto, Calgary, and Vancouver comes to market. In addition, we will continue to closely
monitor the national and regional vacancy rates, particularly in light of the recent reduction in oil prices and the impact that
may have on the overall Canadian economy. We are also focused on advancing the construction and lease-up of our development projects
in Toronto and Calgary. Lastly, we plan to take advantage of the low interest rate environment by refinancing upcoming maturities
at Hudson’s Bay Centre and Royal Centre and placing new financing at Place de Ville.



We ended 2014 with $3.1 billion in net
assets at a value per unit of $33.19. In addition, we ended the year with $110 million of accessible liquidity and we will continue
to look for opportunities to deploy this cash at attractive returns to unitholders.



With a strong balance sheet offering financial
flexibility and a well-leased portfolio with below-market net rents, BOX is well positioned to deliver on its commitment to unitholders
in 2015.



DISCLOSURE CONTROLS AND PROCEDURES

Management, including the Chief Executive
Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in the
applicable Canadian and U.S. securities law) as of December 31, 2014. Based on that evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that such disclosure controls and procedures were effective as of December 31, 2014.



INTERNAL CONTROLS OVER FINANCIAL REPORTING

There was no change in the Trust’s
internal control over financial reporting that occurred during 2014 that has materially affected, or is reasonably likely to materially
affect, the Trust’s internal control over financial reporting. Management has also evaluated the effectiveness of the Trust’s
internal control over financial reporting as of December 31, 2014, and based on that assessment concluded that the Trust’s
internal control over financial reporting was effective. Refer to Management’s Report on Internal Control over Financial
Reporting on page 33 of this annual report.







Bryan K. Davis

Chief Financial Officer

March 4, 2015



302014 Annual Report







Management's Responsibility for the Financial
Statements



The consolidated financial statements and
management’s financial analysis and review contained in this annual report are the responsibility of the management of the
Trust. To fulfill this responsibility, the Trust maintains a system of internal controls to ensure that its reporting practices
and accounting and administrative procedures are appropriate and provide assurance that relevant and reliable financial information
is produced. The consolidated financial statements have been prepared in conformity with International Financial Reporting Standards
as issued by the International Accounting Standards Board and, where appropriate, reflect estimates based on management’s
best judgment in the circumstances. The financial information presented throughout this annual report is consistent with the information
contained in the consolidated financial statements.



Deloitte LLP, the independent auditors
appointed by the unitholders, have audited the consolidated financial statements in accordance with Canadian generally accepted
auditing standards and the standards of the Public Company Accounting Oversight Board (United States) to enable them to express
to the Board of Trustees and unitholders their opinion on the consolidated financial statements. Their report as Independent Registered
Public Accounting Firm is set out on the following page.



The consolidated financial statements have
been further examined by the Board of Trustees and by its Audit Committee, which meets with the auditors and management to review
the activities of each and reports to the Board of Trustees. The auditors have direct and full access to the Audit Committee and
meet with the committee both with and without management present. The Board of Trustees, directly and through its Audit Committee,
oversees management’s responsibilities and is responsible for reviewing and approving the consolidated financial statements.





|                                                                                 |                                               
|-------------------------------------------------------------------------------- | ----------------------------------------------
|                                                                                 |                                               
|Jan Sucharda
        President and Chief Executive Officer
        March 4, 2015 | Bryan K. Davis
        Chief Financial Officer





Brookfield Canada Office Properties31







Report of Independent Registered Public Accounting Firm



To the Board of Trustees and Unitholders of Brookfield Canada
Office Properties



We have audited the accompanying consolidated financial statements
of Brookfield Canada Office Properties and subsidiaries (the “Trust”), which comprise the consolidated balance sheets
as at December 31, 2014 and December 31, 2013, and the consolidated statements of income and comprehensive income, consolidated
statements of changes in equity and consolidated statements of cash flows for the years then ended, and the notes to the consolidated
financial statements.



Management's Responsibility for the Consolidated Financial
Statements

Management is responsible for the preparation
and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards
as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary
to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or
error.



Auditor's Responsibility

Our responsibility is to express an opinion
on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted
auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require
that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free from material misstatement.



An audit involves performing procedures
to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend
on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's
preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate
in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness
of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.



We believe that the audit evidence we have obtained in our audits
is sufficient and appropriate to provide a basis for our audit opinion.



Opinion

In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Trust and subsidiaries as at December 31,
2014 and December 31, 2013, and their financial performance and their cash flows for the years then ended in accordance with
International Financial Reporting Standards as issued by the International Accounting Standards Board.



Other Matter

We have also audited, in accordance with
the standards of the Public Company Accounting Oversight Board (United States), the Trust’s internal control over financial
reporting as of December 31, 2014, based on the criteria established in Internal Control - Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 4, 2015 expressed
an unqualified opinion on the Trust’s internal control over financial reporting.







Chartered Professional Accountants, Chartered Accountants

Licensed Public Accountants



March 4, 2015

Toronto, Canada



322014 Annual Report







Management's Report on Internal Control over
Financial Reporting



Management of Brookfield Canada Office
Properties is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control
over financial reporting is a process designed by, or under the supervision of, the Chief Executive Officer and the Chief Financial
Officer and effected by the Board of Trustees, management and other personnel to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial
Reporting Standards as issued by the International Accounting Standards Board.



Due to its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements on a timely basis. Also, projections of any evaluation
to the effectiveness of internal control over the financial reporting to future periods are subject to the risk that the controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



Management assessed the effectiveness of
Brookfield Canada Office Properties’ internal control over financial reporting as of December 31, 2014, based on criteria
established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on this assessment, management concluded that, as at December 31, 2014, Brookfield Canada Office Properties’
internal control over financial reporting is effective. There are no material weaknesses that have been identified by Management.



Brookfield Canada Office Properties' internal
control over financial reporting as of December 31, 2014 has been audited by Deloitte LLP, Independent Registered Public Accounting
Firm, who also audited Brookfield Canada Office Properties’ consolidated financial statements for the year ended December 31,
2014, and as stated in the Report of Independent Registered Public Accounting Firm, Deloitte LLP expressed an unqualified opinion
on the effectiveness of Brookfield Canada Office Properties' internal control over financial reporting.





|                                                                                 |                                               
|-------------------------------------------------------------------------------- | ----------------------------------------------
|                                                                                 |                                               
|Jan Sucharda
        President and Chief Executive Officer
        March 4, 2015 | Bryan K. Davis
        Chief Financial Officer







Brookfield Canada Office Properties33







Report of Independent Registered Public Accounting
Firm



To the Board of Trustees and Unitholders of Brookfield Canada
Office Properties



We have audited the internal control over
financial reporting of Brookfield Canada Office Properties and subsidiaries (the “Trust”)as of December 31, 2014, based onthe criteria established in Internal
Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Trust's
management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness
of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial
Reporting. Our responsibility is to express an opinion on the Trust's internal control over financial reporting based on our audit.



We conducted our audit in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.



A company's internal control over financial
reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers,
or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial
statements.



Because of the inherent limitations of
internal control over financial reporting, including the possibility of collusion or improper management override of controls,
material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation
of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



In our opinion, the Trust maintained, in
all material respects, effective internal control over financial reporting as of December 31, 2014, based on the criteria
established in Internal Control - Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the
Treadway Commission.



We have also audited, in accordance with
Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States),
the consolidated financial statements as of and for the year ended December 31, 2014 of the Trust and our report dated March 4, 2015 expressed an unqualified opinion on those financial statements.







Chartered Professional Accountants, Chartered Accountants

Licensed Public Accountants



March 4, 2015

Toronto, Canada



342014 Annual Report







Consolidated Balance Sheets



|(Millions) (CDN$)                                |  | Note |    |  | Dec 31, 2014 |   |         | Dec 31, 2013 | 
|------------------------------------------------ |  | ---- | -- |  | ------------ | - | ------- | ------------ | 
|Assets                                           |  |      |    |  |              |   |         |              | 
|Non-current assets                               |  |      |    |  |              |   |         |              | 
|Investment properties                            |  |      |    |  |              |   |         |              | 
|Commercial properties                            |  |      | 5  |  |              | $ | 5,131.7 |              | 
|Commercial development                           |  |      | 5  |  |              |   | 670.7   |              | 
|                                                 |  |      |    |  |              |   | 5,802.4 |              | 
|Current assets                                   |  |      |    |  |              |   |         |              | 
|Tenant and other receivables                     |  |      | 7  |  |              |   | 34.3    |              | 
|Other assets                                     |  |      | 8  |  |              |   | 8.9     |              | 
|Cash and cash equivalents                        |  |      | 9  |  |              |   | 58.9    |              | 
|                                                 |  |      |    |  |              |   | 102.1   |              | 
|Assets held for sale                             |  |      | 10 |  |              |   | 38.9    |              | 
|Total assets                                     |  |      |    |  |              | $ | 5,943.4 |              | 
|                                                 |  |      |    |  |              |   |         |              | 
|Liabilities                                      |  |      |    |  |              |   |         |              | 
|Non-current liabilities                          |  |      |    |  |              |   |         |              | 
|Investment property and corporate debt           |  |      | 11 |  |              | $ | 2,368.4 |              | 
|Current liabilities                              |  |      |    |  |              |   |         |              | 
|Investment property and corporate debt           |  |      | 11 |  |              |   | 281.3   |              | 
|Accounts payable and other liabilities           |  |      | 12 |  |              |   | 196.9   |              | 
|                                                 |  |      |    |  |              |   | 478.2   |              | 
|Liabilities associated with assets held for sale |  |      | 10 |  |              |   | 0.5     |              | 
|Total liabilities                                |  |      |    |  |              |   | 2,847.1 |              | 
|                                                 |  |      |    |  |              |   |         |              | 
|Equity                                           |  |      | 14 |  |              |   |         |              | 
|Unitholders’ equity                              |  |      |    |  |              |   | 856.7   |              | 
|Non-controlling interest                         |  |      |    |  |              |   | 2,239.6 |              | 
|Total equity                                     |  |      |    |  |              |   | 3,096.3 |              | 
|Total liabilities and equity                     |  |      |    |  |              | $ | 5,943.4 |              | 



See accompanying notes to the consolidated financial statements.



Brookfield Canada Office Properties35







Consolidated Statements of Income and Comprehensive
Income



|Years ended December 31                              |  |      |           |  |      |   |       |      | 
|---------------------------------------------------- |  | ---- | --------- |  | ---- | - | ----- | ---- | 
|(Millions, except per unit amounts) (CDN$)           |  | Note |           |  | 2014 |   |       | 2013 | 
|Commercial property revenue                          |  |      | 15 (a)    |  |      | $ | 517.2 |      | 
|Direct commercial property expense                   |  |      | 15 (b)    |  |      |   | 247.9 |      | 
|Investment and other income                          |  |      | 15 (c)    |  |      |   | 1.1   |      | 
|Interest expense                                     |  |      | 15 (b)    |  |      |   | 91.9  |      | 
|General and administrative expense                   |  |      | 15 (b),18 |  |      |   | 23.6  |      | 
|Income before fair value (losses) gains              |  |      |           |  |      |   | 154.9 |      | 
|Fair value (losses) gains                            |  |      | 5         |  |      |   | (38.8 | )    | 
|Net income and comprehensive income                  |  |      |           |  |      | $ | 116.1 |      | 
|                                                     |  |      |           |  |      |   |       |      | 
|Net income and comprehensive income attributable to: |  |      |           |  |      |   |       |      | 
|Unitholders                                          |  |      |           |  |      | $ | 32.5  |      | 
|Non-controlling interest                             |  |      |           |  |      |   | 83.6  |      | 
|                                                     |  |      |           |  |      | $ | 116.1 |      | 
|Net income per Trust unit – basic and diluted        |  |      |           |  |      | $ | 1.24  |      | 



See accompanying notes to the consolidated financial statements.



362014 Annual Report







Consolidated Statements of Changes in Equity





|Years ended December 31 (Millions) (CDN$)                             |  | Note |    |  | 2014 |   |         | 2013 | 
|--------------------------------------------------------------------- |  | ---- | -- |  | ---- | - | ------- | ---- | 
|Trust Units                                                           |  |      |    |  |      |   |         |      | 
|Balance at beginning of year                                          |  |      |    |  |      | $ | 552.1   |      | 
|Issuance of Trust Units under Distribution Reinvestment Plan (“DRIP”) |  |      | 13 |  |      |   | 1.3     |      | 
|Balance at end of year                                                |  |      |    |  |      |   | 553.4   |      | 
|Contributed surplus                                                   |  |      |    |  |      |   |         |      | 
|Balance at beginning and end of year                                  |  |      |    |  |      |   | 3.1     |      | 
|Retained earnings                                                     |  |      |    |  |      |   |         |      | 
|Balance at beginning of year                                          |  |      |    |  |      |   | 299.5   |      | 
|Net income                                                            |  |      |    |  |      |   | 32.5    |      | 
|Distributions                                                         |  |      | 13 |  |      |   | (31.8   | )    | 
|Balance at end of year                                                |  |      |    |  |      |   | 300.2   |      | 
|Total unitholders’ equity                                             |  |      |    |  |      | $ | 856.7   |      | 
|                                                                      |  |      |    |  |      |   |         |      | 
|Non-controlling interest                                              |  |      |    |  |      |   |         |      | 
|Balance at beginning of year                                          |  |      |    |  |      | $ | 2,237.6 |      | 
|Net income                                                            |  |      |    |  |      |   | 83.6    |      | 
|Distributions                                                         |  |      | 13 |  |      |   | (81.6   | )    | 
|Balance at end of year                                                |  |      |    |  |      |   | 2,239.6 |      | 
|Total equity                                                          |  |      |    |  |      | $ | 3,096.3 |      | 



See accompanying notes to the consolidated financial statements.



Brookfield Canada Office Properties37







Consolidated Statements
of Cash Flows



|Years ended December 31 (Millions) (CDN$)        |  | Note |    |  | 2014 |   |        | 2013 | 
|------------------------------------------------ |  | ---- | -- |  | ---- | - | ------ | ---- | 
|Operating activities                             |  |      |    |  |      |   |        |      | 
|Net income                                       |  |      |    |  |      | $ | 116.1  |      | 
|Add (deduct):                                    |  |      |    |  |      |   |        |      | 
|Non-cash rental expense (revenue)                |  |      | 15 |  |      |   | 1.4    |      | 
|Amortization of deferred financing costs         |  |      |    |  |      |   | 3.1    |      | 
|Leasing commissions and tenant inducements       |  |      |    |  |      |   | (8.8   | )    | 
|Fair value losses (gains)                        |  |      |    |  |      |   | 38.8   |      | 
|Interest expense                                 |  |      |    |  |      |   | 91.9   |      | 
|Interest paid                                    |  |      |    |  |      |   | (102.9 | )    | 
|Other working capital                            |  |      |    |  |      |   | (3.4   | )    | 
|Cash flows provided by operating activities      |  |      |    |  |      |   | 136.2  |      | 
|                                                 |  |      |    |  |      |   |        |      | 
|Investing activities                             |  |      |    |  |      |   |        |      | 
|Acquisition of commercial developments           |  |      | 5  |  |      |   | (235.3 | )    | 
|Restricted cash and deposits                     |  |      |    |  |      |   | —      |      | 
|Capital expenditures – commercial properties     |  |      |    |  |      |   | (37.2  | )    | 
|Capital expenditures – commercial development    |  |      |    |  |      |   | (179.7 | )    | 
|Cash flows used in investing activities          |  |      |    |  |      |   | (452.2 | )    | 
|                                                 |  |      |    |  |      |   |        |      | 
|Financing activities                             |  |      |    |  |      |   |        |      | 
|Investment property debt arranged                |  |      |    |  |      |   | 235.8  |      | 
|Investment property debt repayments              |  |      |    |  |      |   | (78.1  | )    | 
|Investment property debt amortization            |  |      |    |  |      |   | (51.0  | )    | 
|Corporate debt arranged                          |  |      |    |  |      |   | 185.0  |      | 
|Corporate debt repayments                        |  |      |    |  |      |   | —      |      | 
|Trust unit distributions paid                    |  |      | 20 |  |      |   | (30.4  | )    | 
|Class B LP unit distributions paid               |  |      | 20 |  |      |   | (81.2  | )    | 
|Cash flows provided by financing activities      |  |      |    |  |      |   | 180.1  |      | 
|(Decrease) increase in cash and cash equivalents |  |      |    |  |      |   | (135.9 | )    | 
|Cash and cash equivalents, beginning of year     |  |      |    |  |      |   | 194.8  |      | 
|Cash and cash equivalents, end of year           |  |      |    |  |      | $ | 58.9   |      | 



See accompanying notes to the consolidated financial statements.





382014 Annual Report









Notes to the Consolidated
Financial Statements



NOTE 1: NATURE AND DESCRIPTION OF THE TRUST



Brookfield Canada Office Properties (the “Trust”
or “BOX”) is an unincorporated, closed-end real estate investment trust (“REIT”) established under and
governed by the laws of the Province of Ontario, Canada and created pursuant to a declaration of trust dated March 19, 2010 and
amended and restated February 24, 2012. Although it is intended that BOX qualifies as a “mutual fund trust” pursuant
to the Income Tax Act (Canada), BOX is not a mutual fund under applicable securities laws.



The Trust is a subsidiary of Brookfield Office
Properties Inc. (“BPO”), which owns an aggregate equity interest in the Trust of 62.0% as of December 31, 2014
consisting of 86.3% of the issued and outstanding Class B limited partnership units (“Class B LP Units”) of Brookfield
Office Properties Canada LP (“BOPC LP”), a subsidiary of BOX that owns direct interests in the Trust’s investment
properties. In addition, BPO’s parent company, Brookfield Property Partners LP (“BPY”), directly owns an aggregate
equity interest in the Trust of 21.2% consisting of 40.3% of the issued and outstanding units of BOX (“Trust Units”)
and 13.7% of the Class B LP Units. BOX primarily invests in and operates commercial office properties in Toronto, Ottawa, Calgary,
and Vancouver. The registered and operating office of the Trust is Brookfield Place Toronto, 181 Bay Street, Suite 330, Toronto,
Ontario, M5J 2T3.



NOTE 2: SIGNIFICANT ACCOUNTING POLICIES



| | (a) | Statement of compliance
| | --- | -----------------------



The consolidated financial statements have
been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards
Board (“IFRS”).



| | (b) | Basis of presentation
| | --- | ---------------------



The financial statements have been prepared
on a going concern basis and have been presented in Canadian dollars rounded to the nearest million. The accounting policies set
out below have been applied consistently in all material respects with exception to the standard adopted in the current year as
described in Note 3. New standards and guidelines not effective for the current accounting year are described in Note 4.



| | (c) | Basis of consolidation
| | --- | ----------------------



The consolidated financial statements include
the accounts of the Trust and its consolidated subsidiaries consisting of BOPC GP Inc. and BOPC LP, which are the entities over
which the Trust has control. Control is achieved when the Trust has power over an entity; is exposed, or has rights, to variable
returns from its involvement with the investee; and has the ability to use its power to affect its returns. The Trust holds all
of the Class A Limited Partnership Units of BOPC LP (“Class A LP Units”). The holders of the Class A LP Units are entitled
to vote at all meetings of the partners of BOPC LP. In addition, BOX is the sole shareholder of BOPC GP Inc., the general partner
of BOPC LP, which has full power and exclusive authority to administer, manage, control and operate the business and affairs of
BOPC LP. The Trust reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes
to one or more of the three elements of control.



Non-controlling interests in the equity and
results of the Trust are shown separately in equity on the consolidated balance sheets.



All intercompany assets, liabilities, equity,
income, expenses and cash flows relating to transactions between members of the Trust are eliminated in full on consolidation.



| | (d) | Interests in joint operations
| | --- | -----------------------------



A joint operation is a joint arrangement whereby
the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating
to the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions
about the relevant activities require unanimous consent of the parties sharing control. This usually results through a direct interest
rather than through the establishment of a separate entity. The Trust has determined that its joint arrangements are all joint
operations.



Where the Trust undertakes its activities under
joint operations, the Trust recognizes its proportionate share of jointly controlled assets, liabilities, revenues and expenses
in the consolidated financial statements which are classified according to their nature.



| | (e) | Fair value measurement
| | --- | ----------------------



The Trust measures its non-financial assets
such as investment properties, at fair value at each balance sheet date. Fair values of financial instruments measured at amortized
cost are described in Note 2(j).



Fair value is the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date,
regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair
value of an asset or liability, the Trust takes into account the characteristics of the asset or liability and available market
evidence at the measurement date.



Brookfield Canada Office Properties39







In addition, for financial reporting purposes,
fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements
are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:



| | • | Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities
that the Trust can access at the measurement date;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable
for the asset or liability, either directly or indirectly; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | Level 3 inputs are unobservable inputs for the asset or liability.
| | - | ------------------------------------------------------------------



| | (f) | Investment properties
| | --- | ---------------------

Investment properties include commercial properties
held to earn rental income and properties that are being constructed or developed for future use as investment properties. Commercial
properties and commercial developments are recorded at fair value, determined based on available market evidence, at the balance
sheet date. The Trust determines the fair value of each investment property based upon, among other things, rental income from
current leases and assumptions about rental income from future leases reflecting market conditions at the balance sheet date, less
future cash flows in respect of such leases. Fair values are primarily determined by discounting the expected future cash flows,
generally over a weighted-average term of 11 years, including a terminal value based on the application of a capitalization rate
to estimated year 12 cash flows. Commercial developments under active development are measured using a discounted cash flow model,
net of costs to complete, as of the balance sheet date. Valuations of investment properties are most sensitive to changes in the
discount rate and timing or variability of cash flows.



The cost of commercial development includes
direct development costs, realty taxes and borrowing costs directly attributable to the development. Borrowing costs associated
with direct expenditures on properties under development are capitalized. The amount of borrowing costs capitalized is determined
first by reference to borrowings specific to the project, where relevant, and otherwise by applying a weighted average cost of
borrowings to eligible expenditures after adjusting for borrowings associated with other specific developments. Where borrowings
are associated with specific developments, the amount capitalized is the gross cost incurred on those borrowings less any investment
income arising on their temporary investment. Borrowing costs are capitalized from the commencement of the development until the
date of practical completion. The capitalization of borrowing costs is suspended if there are prolonged periods when development
activity is interrupted. The Trust considers practical completion to have occurred when the property is capable of operating in
the manner intended by management. Generally this occurs upon completion of construction and receipt of all necessary occupancy
and other material permits. Where the Trust has pre-leased space as of or prior to the start of the development and the lease requires
the Trust to construct tenant improvements which enhance the value of the property, practical completion is considered to occur
on completion of such improvements.



Initial direct leasing costs we incur in negotiating
and arranging tenant leases are added to the carrying amount of investment properties.



| | (g) | Assets held for sale
| | --- | --------------------

Non-current assets and groups of assets and
liabilities that comprise disposal groups are categorized as assets held for sale where the asset or disposal group is available
for sale in its present condition and the sale is highly probable. For this purpose, a sale is highly probable if management is
committed to a plan to achieve the sale, there is an active program to find a buyer, the non-current asset or disposal group is
being actively marketed at a reasonable price, the sale is anticipated to be completed within one year from the date of classification,
and it is unlikely there will be changes to the plan. Where an asset or disposal group is acquired with a view to resale, it is
classified as a non-current asset held for sale if the disposal is expected to take place within one year of the acquisition and
it is highly likely that the other conditions referred to above will be met within a short period following the acquisition. Non-current
assets held for sale and disposal groups are measured at fair value as described in Note 2(e).



| | (h) | Provisions
| | --- | ----------

A provision is a liability of uncertain timing
or amount. Provisions are recognized when the Trust has a present legal or constructive obligation as a result of past events,
it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated.
Provisions are not recognized for future operating losses. Provisions are measured at the present value of the expenditures expected
to be required to settle the obligation using a discount rate that reflects current market assessments of the time value of money
and the risks specific to the obligation. Provisions are remeasured at each balance sheet date using the current discount rate.
The increase in the provision due to the passage of time is recognized as interest expense.



| | (i) | Revenue recognition
| | --- | -------------------

The Trust has retained substantially all of
the risks and benefits of ownership of its investment properties and therefore accounts for leases with its tenants as operating
leases. Revenue recognition under a lease commences when the tenant has a right to use the leased asset. Generally, this occurs
on the lease inception date or, where the Trust is required to make additions to the property in the form of tenant improvements
that enhance the value of the property, upon substantial completion of those improvements. The total amount of contractual rent
to be received from operating leases is recognized on a straight-line basis over the term of the lease; a straight-line rent receivable,
which is included in the carrying amount of investment property, is recorded for the difference between the rental revenue recorded
and the contractual amount received.



402014 Annual Report







Rental revenue also includes percentage participating
rents and recoveries of operating expenses, including property and capital taxes. Percentage participating rents are recognized
when tenants’ specified sales targets have been met. Operating expense recoveries are recognized in the period that recoverable
costs are chargeable to tenants.



| | (j) | Financial instruments and derivatives
| | --- | -------------------------------------

Derivative instruments are recorded on the
consolidated balance sheets at fair value, including those derivatives that are embedded in financial or non-financial contracts
and that are not closely related to the host contract, and gains and losses arising from changes in fair value of derivative instruments
are recognized in net income in the period the changes occur.



The following summarizes the Trust’s
classification and measurement of financial instruments:



|Financial assets and liabilities       |  | Classification        |  | Measurement   
|-------------------------------------- |  | --------------------- |  | --------------
|Cash and cash equivalents              |  | Loans and receivables |  | Amortized cost
|Tenant receivables                     |  | Loans and receivables |  | Amortized cost
|Investment property and corporate debt |  | Other liabilities     |  | Amortized cost
|Accounts payable and other liabilities |  | Other liabilities     |  | Amortized cost



With the exception of Investment property and
corporate debt, the carrying amounts of these financial assets and liabilities approximate fair value. The fair value of investment
property and corporate debt is determined by discounting contractual principal and interest payments at estimated current market
interest rates for the instrument. Current market interest rates are determined with reference to current benchmark rates for a
similar term and current credit spreads for debt with similar terms and risks.



| | (k) | Cash and cash equivalents
| | --- | -------------------------

Cash and cash equivalents include cash and
short-term investments with original maturities of three months or less.



| | (l) | Non-controlling interest
| | --- | ------------------------

Class B LP Units are classified as non-controlling
interest and are presented as a component of equity as they represent equity interests in BOPC LP not attributable, directly or
indirectly, to the Trust.



| | (m) | Income taxes
| | --- | ------------

The Trust is a “mutual fund trust”
pursuant to the Income Tax Act (Canada). The Trust intends to distribute or designate all taxable earnings to unitholders
and, under current legislation, the obligation to pay tax rests with each unitholder. No current or deferred tax provision is recognized
in the Trust’s financial statements on the Trust’s income.



| | (n) | Critical judgments in applying accounting policies
| | --- | --------------------------------------------------

The following are the critical judgments that
have been made in applying the Trust’s accounting policies and that have the most significant effect on the amounts in the
consolidated financial statements:



| | (i) | Leases
| | --- | ------

The Trust’s policy for revenue
recognition on investment properties is described in Note 2(i). In applying this policy, the Trust makes judgments with respect
to whether tenant improvements provided in connection with a lease enhance the value of the leased property, which determines whether
such amounts are treated as additions to investment property as well as the point in time at which revenue recognition under the
lease commences. In addition, where a lease allows a tenant to elect to take all or a portion of any unused tenant improvement
allowance as a rent abatement, the Trust must exercise judgment in determining the extent to which the allowance represents an
inducement that is amortized as a reduction of lease revenue over the term of the lease.



The Trust also makes judgments in
determining whether certain leases, in particular those tenant leases with long contractual terms where the lessee is the sole
tenant in a property and long-term ground leases where the Trust is lessor, are operating or finance leases. The Trust has determined
that all of its leases are operating leases.



| | (ii) | Investment property
| | ---- | -------------------

The Trust’s accounting policies relating to investment
property are described in Note 2(f). In applying this policy, judgment is applied in determining whether certain costs are additions
to the carrying amount of the property and, for properties under development, identifying the point at which practical completion
of the property occurs and identifying the directly attributable borrowing costs to be included in the carrying value of the development
property.



| | (iii) | Income taxes
| | ----- | ------------

Deferred income taxes are not recognized
in the Trust’s financial statements on the basis that the Trust can deduct distributions paid such that its liability for
income taxes is substantially reduced or eliminated for the year, and the Trust intends to continue to distribute its taxable income
and continue to qualify as a real estate investment trust for the foreseeable future.



Brookfield Canada Office Properties41







| | (iv) | Assets held for sale
| | ---- | --------------------

The Trust’s accounting policies
relating to assets held for sale are described in Note 2(g), Assets held for sale. In applying this policy, judgment is applied
in determining whether sale of certain assets is highly probable, which is a necessary condition for being presented within assets
held for sale. Also, judgment is applied in determining whether disposal groups represent a component of the entity, the results
of which should be recorded in discontinued operations on the consolidated statements of income.



| | (v) | Common control transactions
| | --- | ---------------------------

IFRS does not include specific measurement
guidance for transfers of businesses or subsidiaries between entities under common control. Accordingly, the Trust has developed
a policy to account for such transactions taking into consideration other guidance in the IFRS framework and pronouncements of
other standard-setting bodies. The Trust’s policy is to record assets and liabilities recognized as a result of transfers
of businesses or subsidiaries between entities under common control at the carrying value on the transferor’s financial statements. Differences
between the carrying amount of the consideration paid or received, where the Trust is the transferor, and the carrying amount of
the assets and liabilities transferred are recorded directly in equity.



| | (vi) | Consolidated financial statements
| | ---- | ---------------------------------

The Trust’s accounting policies
relating to consolidation are described in Note 2(c). In applying this policy, judgment is applied in determining whether the Trust
has control over the entity and if facts or circumstances indicate that there are changes to one or more of the elements of control.



| | (o) | Critical Accounting Estimates and Assumptions
| | --- | ---------------------------------------------

The Trust makes estimates and assumptions that
affect the carrying amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amount
of earnings for the period. Actual results could differ from estimates. The estimates and assumptions that are critical to the
determination of the amounts reported in the consolidated financial statements relate to investment property. The critical estimates
and assumptions underlying the valuation of investment properties are set out in Note 5.



NOTE 3: ADOPTION OF ACCOUNTING STANDARD

The Trust adopted IFRIC 21, “Levies”,
effective for annual periods beginning on or after January 1, 2014. IFRIC 21 clarifies that a liability for a levy, such as property
taxes, is recognized when the activity that triggers payment, as identified by the relevant legislation, occurs. The Trust has
evaluated the impact to the consolidated financial statements and concluded that the adoption of this guidance has had no material
impact on the disclosures or on the amounts recognized in the consolidated financial statements.



NOTE 4: FUTURE ACCOUNTING POLICY CHANGES

| | (a) | Financial Instruments
| | --- | ---------------------

On July 25, 2014, the IASB issued its final
version of IFRS 9, “Financial Instruments”. IFRS 9, as amended, introduces a logical approach for the classification
of financial assets, which is driven by cash flow characteristics and the business model in which an asset is held. This single,
principle-based approach replaces existing rule-based requirements that are generally considered to be overly complex and difficult
to apply. The new model results in a single impairment model being applied to all financial instruments, thereby removing a source
of complexity associated with previous accounting requirements. It also introduces a new, expected-loss impairment model that will
require more timely recognition of expected credit losses.  IFRS 9 is effective for annual periods beginning on or after January
1, 2018 and should be applied retrospectively. The Trust is currently evaluating the impact to the consolidated financial statements.



| | (b) | Joint Arrangements
| | --- | ------------------

In May 2014, the IASB issued Amendments to
IFRS 11, “Joint Arrangements: Accounting for Acquisitions of Interests in Joint Operations”.  The objective of
the amendments is to add new guidance to IFRS 11 on accounting for the acquisition of an interest in a joint operation in which
the activity of the joint operation constitutes a business, as defined in IFRS 3, “Business Combinations”.  Acquirers
of such interests are to apply the relevant principles on business combination accounting in IFRS 3 and other standards, as well
as disclosing the relevant information specified in these standards for business combinations. This amendment to IFRS 11 is effective
for annual periods beginning on or after January 1, 2016 and should be applied prospectively. The Trust is currently evaluating
the impact to the consolidated financial statements.



| | (c) | Revenue from Contracts with Customers
| | --- | -------------------------------------

In May 2014, the IASB issued its new revenue
standard, IFRS 15, “Revenue from Contracts with Customers”. IFRS 15 specifies how and when revenue should be recognized
as well as requiring more informative and relevant disclosures. IFRS 15 supersedes IAS 18, “Revenue Recognition”, IAS
11, “Construction Contracts” and a number of revenue-related interpretations. Application of the standard is mandatory
and it applies to nearly all contracts with customers: the main exceptions are leases, financial instruments and insurance contracts.
IFRS 15 is effective for annual periods on or after January 1, 2017 and should be applied retrospectively. The Trust is currently
evaluating the impact to the consolidated financial statements.





422014 Annual Report







NOTE 5: INVESTMENT PROPERTIES



|                                             |  | Dec. 31, 2014         |         |   | Dec. 31, 2013          |  
|-------------------------------------------- |  | --------------------- | ------- | - | ---------------------- | -
|(Millions)                                   |  | Commercial properties |         |   | Commercial development |  
|Balance at beginning of year                 |  | $                     | 5,158.2 |   |                        | $
|Additions:                                   |  |                       |         |   |                        |  
|Acquisition                                  |  |                       | —       |   |                        |  
|Capital expenditures and tenant improvements |  |                       | 45.4    |   |                        |  
|Leasing commissions                          |  |                       | 6.2     |   |                        |  
|Tenant inducements                           |  |                       | 0.9     |   |                        |  
|Reclassification of assets held for sale     |  |                       | (38.8   | ) |                        |  
|Fair value (losses) gains                    |  |                       | (38.8   | ) |                        |  
|Other changes                                |  |                       | (1.4    | ) |                        |  
|Balance at end of year                       |  | $                     | 5,131.7 |   |                        | $



During the third quarter of 2013 and the fourth
quarter of 2014, the Trust acquired Bay Adelaide East and Brookfield Place Calgary East, respectively, from its parent company,
BPO, for an aggregate total investment of $601.9 million and $966.3 million, respectively. The buildings were purchased on an “as-if-completed-and-stabilized
basis,” and as such, BPO retains the development obligations including construction, lease-up and financing. As part of the
acquisitions, the Trust formed an independent committee and engaged third-party advisors to evaluate the fairness of the transactions.
The assets, liabilities and earnings from Bay Adelaide East and Brookfield Place Calgary East have been included in the consolidated
financial statements commencing from July 11, 2013, and October 14, 2014, respectively.



The following table summarizes the details
of the transactions:



|(Millions, except Operational Information)   |  | Bay Adelaide East |       |  | Brookfield Place Calgary East |  
|-------------------------------------------- |  | ----------------- | ----- |  | ----------------------------- | -
|Initial acquisition price                    |  | $                 | 169.9 |  |                               | $
|Up-front equity commitment                   |  |                   | 26.0  |  |                               |  
|First mortgage construction loan             |  |                   | 350.0 |  |                               |  
|Final payment due to BPO on stabilization(1) |  |                   | 56.0  |  |                               |  
|Aggregate total investment                   |  | $                 | 601.9 |  |                               | $

(1)Subject to achieving stabilized
net operating income and targeted permanent financing, which is expected to occur in 2017 for Bay Adelaide East and 2018 for Brookfield
Place Calgary East.



As part of the Brookfield Place Calgary East
acquisition, the title to Brookfield Place Calgary West ("BPCW") was also transferred to the Trust because the development
site is currently under one legal title. However, the agreements provide that all economic benefits and obligations of BPCW remain
with BPO. BPO has also agreed to indemnify the Trust for all current liabilities, future costs and obligations in respect of BPCW.
As part of the transaction, the Trust entered into a separate agreement to sell BPCW back to BPO upon the City of Calgary approving
the severance of the east and west parcels, which is anticipated to occur in the second quarter of 2015. Accordingly, the Trust
has not reflected the value of the BPCW site and related debt of the same amount in
the financial statements.



The Trust determined the fair value of each
investment property based upon, among other things, rental income from current leases and assumptions about rental income from
future leases reflecting market conditions at the applicable balance sheet dates, less future cash outflows with respect to such
leases. Fair values were primarily determined by discounting the expected future cash flows, generally over a weighted-average
term of 11 years, including a terminal value based on the application of a capitalization rate to estimated year 12 cash flows.
Commercial developments under active development are measured using a discounted cash flow model, net of costs to complete, as
of the balance sheet date. In accordance with its policy, the Trust measures its investment properties using valuations prepared
by management. The Trust does not measure its investment properties based on valuations prepared by external valuation professionals.



Brookfield Canada Office Properties43







The key valuation metrics for the Trust’s
investment properties are set out in the following tables:



|                  |  | December 31, 2014 |      |   | December 31, 2013 | 
|----------------- |  | ----------------- | ---- | - | ----------------- | 
|                  |  | Maximum           |      |   | Minimum           | 
|Eastern region    |  |                   |      |   |                   | 
|Discount rate     |  |                   | 7.00 | % |                   | 
|Terminal cap rate |  |                   | 6.50 | % |                   | 
|Hold period (yrs) |  |                   | 15   |   |                   | 
|                  |  |                   |      |   |                   | 
|Western region    |  |                   |      |   |                   | 
|Discount rate     |  |                   | 6.75 | % |                   | 
|Terminal cap rate |  |                   | 6.00 | % |                   | 
|Hold period (yrs) |  |                   | 11   |   |                   | 



A 25 basis-point decrease in the discount and
terminal capitalization rates will impact the fair value of commercial properties by $174.9 million and $213.9 million or 3.4%
and 4.2%, respectively at December 31, 2014.



During the year ended December 31, 2014,
the Trust capitalized a total of $193.2 million (compared to $62.1 million during the year ended December 31, 2013) of costs
related to commercial developments. Included in this amount during the year ended December 31, 2014, is $6.3 million (compared
to $3.3 million during the year ended December 31, 2013) of property taxes and other related costs and $13.6 million (compared
to $4.4 million during the year ended December 31, 2013) of capitalized borrowing costs. The weighted average capitalization
rate used for capitalization of borrowing costs on commercial developments was 4.2%. Included in construction and related costs
for the year ended December 31, 2014, are amounts paid to a subsidiary of Brookfield Asset Management Inc. (“BAM”),
the ultimate parent of BPO, of $151.9 million (compared to $49.0 million in 2013) pursuant to a contract to construct Bay Adelaide
East.



Investment properties with a fair value of
approximately $971.3 million at December 31, 2014 (compared to $929.0 million at December 31, 2013) are situated on land
held under leases or other agreements largely expiring after the year 2023. Investment properties do not include any properties
held under operating leases.



Investment properties with a fair value of
$4,679.9 million at December 31, 2014 (compared to $4,738.7 million at December 31, 2013) are pledged as security for
investment property and corporate debt.



NOTE 6: INVESTMENT IN JOINTLY CONTROLLED OPERATIONS

The Trust undertakes its activities under jointly
controlled operations through direct interests in assets, rather than through the establishment of a separate entity. The Trust’s
interests in the following properties are classified as joint operations and, accordingly, the Trust has recognized its share of
the related assets, liabilities, revenues and expenses for the following properties:



|                          |  |                            |  | Principal place of business/      |  | Ownership interest and voting rights |   
|------------------------- |  | -------------------------- |  | --------------------------------- |  | ------------------------------------ | --
|Jointly controlled assets |  | Nature                     |  | incorporation                     |  | Dec. 31, 2014                        |   
|Exchange Tower            |  | Commercial office property |  | Toronto, Ontario                  |  |                                      | 50
|Fifth Avenue Place        |  | Commercial office property |  | Calgary, Alberta                  |  |                                      | 50
|Bankers Hall              |  | Commercial office property |  | Calgary, Alberta                  |  |                                      | 50
|Bankers Court             |  | Commercial office property |  | Calgary, Alberta/Toronto, Ontario |  |                                      | 50
|Suncor Energy Centre      |  | Commercial office property |  | Calgary, Alberta                  |  |                                      | 50
|Brookfield Place Retail   |  | Commercial office property |  | Toronto, Ontario                  |  |                                      | 50
|Brookfield Place Parking  |  | Commercial office property |  | Toronto, Ontario                  |  |                                      | 56
|First Canadian Place      |  | Commercial office property |  | Toronto, Ontario                  |  |                                      | 25
|2 Queen St. East          |  | Commercial office property |  | Toronto, Ontario                  |  |                                      | 25
|151 Yonge St.             |  | Commercial office property |  | Toronto, Ontario                  |  |                                      | 25
|Place de Ville I          |  | Commercial office property |  | Toronto, Ontario                  |  |                                      | 25
|Place de Ville II         |  | Commercial office property |  | Toronto, Ontario                  |  |                                      | 25
|Jean Edmonds Towers       |  | Commercial office property |  | Toronto, Ontario                  |  |                                      | 25

(1)First Canadian Place is subject to a land lease
with respect to 50% of the land on which the property is situated. The land lease will expire on December 1, 2023 subject to an
extension under certain circumstances. At the expiry of the land lease, the other land owner will have the option to acquire, for
a nominal amount, an undivided 50% beneficial interest in the office tower.



NOTE 7: TENANT AND OTHER RECEIVABLES

As of December 31, 2014, a reserve totaling
$nil has been recorded against uncollectible tenant receivables (compared to $0.1 million at December 31, 2013).



442014 Annual Report







As of December 31, 2014, $0.7 million
of the Trust’s balance of accounts receivables is over 90 days past due (compared to $0.4 million at December 31, 2013).



The Trust’s maximum exposure to credit
risk associated with tenant and other receivables is equivalent to its carrying value. Credit risk related to tenant receivables
arises from the possibility that tenants may be unable to fulfill their lease commitments. The Trust manages this risk by attempting
to ensure that its tenant mix is diversified and by limiting its exposure to any one tenant. The Trust maintains a portfolio that
is diversified by industry type so that exposure to a particular sector is lessened. Currently no one tenant represents more than
7.4% of commercial property revenue. This risk is further managed by attempting to sign long-term leases with tenants who have
investment grade credit ratings.



NOTE 8: OTHER ASSETS

At December 31, 2014, the Trust’s
balance of other assets is comprised of prepaid expenses and other assets of $8.9 million (compared to $6.3 million at December 31,
2013).



NOTE 9: CASH AND CASH EQUIVALENTS

At December 31, 2014, the Trust had $nil
of cash placed in term deposits, which is consistent with the amount at December 31, 2013. For the year ended December 31,
2014, interest income of $1.1 million was recorded on cash and cash equivalents (compared to $0.9 million in 2013).



NOTE 10: ASSETS AND ASSOCIATED LIABILITIES
HELD FOR SALE

During the fourth quarter of 2014, the Trust reclassified 151 Yonge
St. in Toronto to assets held for sale upon entering into an agreement to sell the commercial property.





|(Millions)                                       |  | Dec. 31, 2014 |      |  | Dec. 31, 2013 |  
|------------------------------------------------ |  | ------------- | ---- |  | ------------- | -
|Assets                                           |  |               |      |  |               |  
|Commercial property                              |  | $             | 38.8 |  |               | $
|Tenant and other receivables                     |  |               | 0.1  |  |               |  
|Assets held for sale                             |  | $             | 38.9 |  |               | $
|Liabilities                                      |  |               |      |  |               |  
|Accounts payable and other liabilities           |  | $             | 0.5  |  |               | $
|Liabilities associated with assets held for sale |  | $             | 0.5  |  |               | $





NOTE 11: INVESTMENT PROPERTY AND CORPORATE DEBT

|                                                       |  | Dec. 31, 2014 |      |   | Dec. 31, 2013 |  
|------------------------------------------------------ |  | ------------- | ---- | - | ------------- | -
|                                                       |  | Weighted      |      |   |               |  
|(Millions)                                             |  | Average Rate  |      |   | Debt Balance  |  
|Investment property debt – fixed rate                  |  |               | 4.17 | % |               | $
|Investment property and corporate debt – floating rate |  |               | 2.93 | % |               |  
|Total investment property and corporate debt           |  |               | 4.01 | % |               | $
|                                                       |  |               |      |   |               |  
|Current                                                |  |               |      |   |               | $
|Non-current                                            |  |               |      |   |               |  
|Total debt                                             |  |               |      |   |               | $



The Trust’s secured investment property
and corporate debt is non-recourse to the Trust with the exception of $98.5 million at December 31, 2014 (compared to $104.8
million at December 31, 2013) which has limited recourse to the Trust’s parent, BPO, and guarantees as discussed in
Note 16(d).



Investment property and corporate debt
maturities for the next five years and thereafter are as follows:

|                                 |  |              |       |  |            |   |         |       |  |   | Weighted-Average     | 
|-------------------------------- |  | ------------ | ----- |  | ---------- | - | ------- | ----- |  | - | -------------------- | 
|                                 |  | Scheduled    |       |  |            |   |         |       |  |   | Interest Rate (%) at | 
|(Millions, except interest data) |  | Amortization |       |  | Maturities |   |         | Total |  |   | Dec. 31, 2014        | 
|2015                             |  | $            | 45.9  |  |            | $ | 235.4   |       |  | $ | 281.3                | 
|2016                             |  |              | 44.7  |  |            |   | 162.6   |       |  |   | 207.3                | 
|2017                             |  |              | 47.3  |  |            |   | 28.6    |       |  |   | 75.9                 | 
|2018                             |  |              | 49.5  |  |            |   | 185.0   |       |  |   | 234.5                | 
|2019                             |  |              | 51.8  |  |            |   | —       |       |  |   | 51.8                 | 
|2020 and thereafter              |  |              | 231.0 |  |            |   | 1,567.9 |       |  |   | 1,798.9              | 
|Total                            |  | $            | 470.2 |  |            | $ | 2,179.5 |       |  | $ | 2,649.7              | 





Brookfield Canada Office Properties45







For the year ended December 31, 2014,
interest of $91.9 million (compared to $105.2 million in 2013) was expensed relating to investment property and corporate debt.



Approximately 13.1% of the Trust's outstanding
investment property and corporate debt at December 31, 2014 is floating-rate debt (December 31, 2013 – 0.5%). The
effect of a 100-basis point increase in interest rates on interest expense relating to our floating-rate debt, all else being equal,
is an increase in interest expense of $3.5 million on an annual basis. In addition there is interest rate risk associated with
the Trust’s fixed rate debt due to the expected requirement to refinance such debt in the year of maturity. The effect of
a 100 basis-point increase in interest rates on interest expense relating to fixed rate debt maturing within one year, all else
being equal, is an increase in interest expense of $2.4 million on an annual basis.



The fair value of investment property and corporate
debt is determined by discounting contractual principal and interest payments at estimated current market interest rates for the
instrument. Current market interest rates are determined with reference to current benchmark rates for a similar term and current
credit spreads for debt with similar terms and risks. As of December 31, 2014, the fair value of investment property and corporate
debt exceeds the principal loan value of these obligations by $114.3 million (compared to an excess of $8.3 million at December
31, 2013).



Interest rate risk arises when the fair value
or future cash flows of commercial property and corporate debt fluctuate because of changes in market interest rates. Financing
risk arises when lenders will not refinance maturing debt on terms and conditions acceptable to the Trust, or on any terms at all.
The Trust attempts to stagger the maturities of its borrowings, as well as obtain fixed-rate debt as the means of managing interest
rate risk. The Trust has an ongoing need to access debt markets to refinance maturing debt as it comes due. The Trust’s strategy
to stagger its borrowing maturities attempts to mitigate the Trust’s exposure to excessive amounts of debt maturing in any
one year. The Trust has debt totaling $235.4 million maturing in the second quarter of 2015, representing 8.9% of the Trust’s
total debt outstanding at December 31, 2014.



The details of the financing transactions completed
in 2014 are as follows:



| | • | During the third quarter of 2014, the Trust repaid the debt at 151 Yonge St. in Toronto of $9.0 million at maturity.
| | - | --------------------------------------------------------------------------------------------------------------------

| | • | During the third quarter of 2014, the Trust extended the term of its $200.0 million revolving corporate
credit facility for an additional year, maturing August 2018. The interest rate was reduced from bankers’ acceptance plus
175 basis points to 145 basis points while the standby fee was reduced from 35 basis points to 22 basis points. In the fourth quarter
of 2014, the Trust upsized its revolving corporate credit facility by $80.0 million to $280.0 million.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | During the fourth quarter of 2014, the Trust completed the refinancing of First Canadian Place
for $315.0 million ($78.8 million at the Trust's ownership), generating net proceeds of $9.6 million after repayment of the previous
mortgage. The new debt for First Canadian Place has a 9-year term maturing December 1, 2023 and bears interest at 3.559% per annum.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



NOTE 12: ACCOUNTS PAYABLE AND OTHER LIABILITIES

The components of the Trust’s accounts
payable and other liabilities are as follows:



|(Millions)                               |  | Dec. 31, 2014 |       |  | Dec. 31, 2013 |  
|---------------------------------------- |  | ------------- | ----- |  | ------------- | -
|Accounts payable and accrued liabilities |  | $             | 177.0 |  |               | $
|Accrued interest                         |  |               | 19.9  |  |               |  
|Total                                    |  | $             | 196.9 |  |               | $



NOTE 13: DISTRIBUTIONS

The following tables present distributions
declared for the year ended December 31, 2014 and December 31, 2013:



|                                    |  | 2014        |     
|----------------------------------- |  | ----------- | ----
|(Millions, except per unit amounts) |  | Trust Units |     
|Paid in cash or DRIP                |  | $           | 29.1
|Payable as of December 31, 2014     |  |             | 2.7 
|Total                               |  | $           | 31.8
|Per unit                            |  | $           | 1.21



|                                    |  | 2013        |     
|----------------------------------- |  | ----------- | ----
|(Millions, except per unit amounts) |  | Trust Units |     
|Paid in cash or DRIP                |  | $           | 27.9
|Payable as of December 31, 2013     |  |             | 2.6 
|Total                               |  | $           | 30.5
|Per unit                            |  | $           | 1.17



462014 Annual Report







The Trust has implemented a distribution reinvestment
plan (“DRIP”), which allows certain Canadian resident unitholders to elect to have their distributions reinvested in
additional Trust Units. No brokerage commissions or service charges are payable in connection with the purchase of Trust Units
under the DRIP and the Trust will pay all administrative costs. The automatic reinvestment of distributions under the DRIP does
not relieve holders of Trust Units of any income tax applicable to such distributions. For the year ended December 31, 2014,
$1,359,047 (dollars) or 50,348 Trust Units were issued through the DRIP, compared to $952,973 (dollars), or 34,953 Trust Units
in 2013.



NOTE 14: EQUITY

The components of equity are as follows:



|(Millions)               |  | Dec. 31, 2014 |         |  | Dec. 31, 2013 |  
|------------------------ |  | ------------- | ------- |  | ------------- | -
|Trust Units              |  | $             | 553.4   |  |               | $
|Contributed surplus      |  |               | 3.1     |  |               |  
|Retained earnings        |  |               | 300.2   |  |               |  
|Unitholders’ equity      |  |               | 856.7   |  |               |  
|Non-controlling interest |  |               | 2,239.6 |  |               |  
|Total                    |  | $             | 3,096.3 |  |               | $



Authorized Capital and Outstanding Securities

The Trust is authorized to issue an unlimited number of two classes
of units: Trust Units and Special Voting Units. Special Voting Units are only issued in tandem with the issuance of Class B
LP Units. As of December 31, 2014, the Trust had a total of 26,218,183 Trust Units outstanding and 67,088,022 Class B
LP Units outstanding (and a corresponding number of Special Voting Units).



The following tables summarize the changes in the units outstanding
during the year ended December 31, 2014 and December 31, 2013:



|                                                  |  | 2014        |           
|------------------------------------------------- |  | ----------- | ----------
|                                                  |  | Trust Units |           
|Units issued and outstanding at beginning of year |  |             | 26,167,835
|Units issued pursuant to DRIP                     |  |             | 50,348    
|Total units outstanding at December 31, 2014      |  |             | 26,218,183



|                                                  |  | 2013        |           
|------------------------------------------------- |  | ----------- | ----------
|                                                  |  | Trust Units |           
|Units issued and outstanding at beginning of year |  |             | 26,132,882
|Units issued pursuant to DRIP                     |  |             | 34,953    
|Total units outstanding at December 31, 2013      |  |             | 26,167,835



For the year ended December 31, 2014,
the weighted average number of Trust Units outstanding was 26,191,933 (compared to 26,150,847 at December 31, 2013).



In November 2014, the Trust renewed its normal
course issuer bid for its Trust Units for a further one-year period. During the twelve-month period commencing November 12, 2014,
and ending November 11, 2015, the Trust may purchase on the Toronto Stock Exchange (“TSX”) and the New York Stock Exchange
up to 1,310,463 Trust Units, representing approximately 5% of its issued and outstanding Trust Units. No Trust Units were repurchased
by the Trust under its normal course issuer bid for the year ended December 31, 2014.



Trust Units

Each Trust Unit is transferable and represents
an equal, undivided, beneficial interest in BOX and in any distributions, whether of net income, net realized capital gains, or
other amounts, and in the event of the termination or winding-up of the Trust, in the Trust’s net assets remaining after
satisfaction of all liabilities. All Trust Units rank among themselves equally and ratably without discrimination, preference,
or priority. Each Trust Unit entitles the holder thereof to one vote at all meetings of unitholders or with respect to any written
resolution of unitholders. The Trust Units have no conversion, retraction, or redemption rights.



Special Voting Units

Special Voting Units are only issued in tandem
with Class B LP Units of BOPC LP and are not transferable separately from the Class B LP Units to which they relate and
upon any transfer of Class B LP Units, such Special Voting Units will automatically be transferred to the transferee
of the Class B LP Units. As Class B LP Units are exchanged for Trust Units or purchased for cancellation, the
corresponding Special Voting Units will be cancelled for no consideration.



Brookfield Canada Office Properties47







Each Special Voting Unit entitles the holder
thereof to one vote at all meetings of unitholders or with respect to any resolution in writing of unitholders. Except for the
right to attend and vote at meetings of the unitholders or with respect to written resolutions of the unitholders, Special Voting
Units do not confer upon the holders thereof any other rights. A Special Voting Unit does not entitle its holder to any economic
interest in BOX, or to any interest or share in BOX, or to any interest in any distributions (whether of net income, net realized
capital gains, or other amounts), or to any interest in any net assets in the event of termination or winding-up.



Non-Controlling interest

The Trust classifies the outstanding Class
B LP Units as non-controlling interest for financial statement purposes in accordance with IFRS. The Class B LP Units are exchangeable
on a one-for-one basis (subject to customary anti-dilution provisions) for Trust Units at the option of the holder. Each Class
B LP Unit is accompanied by a Special Voting Unit that entitles the holder thereof to receive notice of, to attend, and to vote
at all meetings of unitholders of BOX. The holders of Class B LP Units are entitled to receive distributions when declared by BOPC
LP equal to the per-unit amount of distributions payable to each holder of Trust Units. However, the Class B LP Units have limited
voting rights over BOPC LP.



BOPC LP is a subsidiary of BOX, which owns
100% of the issued and outstanding Class A LP Units of BOPC LP. Summarized financial information for BOPC LP has not been disclosed
as all the investment properties are held in BOPC LP and as such BOPC LP is substantially the same as BOX.



NOTE 15: REVENUE AND EXPENSES

| | (a) | Commercial property revenue
| | --- | ---------------------------

The components of revenue are as follows:



|(Millions)                         |  | 2014 |       |   | 2013 |  
|---------------------------------- |  | ---- | ----- | - | ---- | -
|Rental revenue                     |  | $    | 511.6 |   |      | $
|Non-cash rental revenue (expense)  |  |      | (1.4  | ) |      |  
|Lease termination and other income |  |      | 7.0   |   |      |  
|Commercial property revenue        |  | $    | 517.2 |   |      | $



The Trust generally leases investment properties
under operating leases with lease terms between five and 10 years, with options to extend up to five additional years.



Future minimum rental commitments on non-cancellable
tenant operating leases are as follows:



|(Millions)                                    |  | 2014 |         |  | 2013 |  
|--------------------------------------------- |  | ---- | ------- |  | ---- | -
|Not later than 1 year                         |  | $    | 252.1   |  |      | $
|Later than 1 year and not longer than 5 years |  |      | 973.5   |  |      |  
|Later than 5 years                            |  |      | 2,165.3 |  |      |  
|                                              |  | $    | 3,390.9 |  |      | $



| | (b) | Expenses
| | --- | --------

The following represents an analysis of the
nature of the expense included in direct commercial property expense, interest expense, and general and administrative expense:



|(Millions)                      |  | 2014 |       |  | 2013 |  
|------------------------------- |  | ---- | ----- |  | ---- | -
|Employee benefits               |  | $    | 18.6  |  |      | $
|Interest expense                |  |      | 91.9  |  |      |  
|Property maintenance            |  |      | 124.0 |  |      |  
|Real estate taxes               |  |      | 98.0  |  |      |  
|Ground rents                    |  |      | 8.5   |  |      |  
|Asset management fees and other |  |      | 22.4  |  |      |  
|Total expenses                  |  | $    | 363.4 |  |      | $



Operating expenses include ground rent expenses
for the year ended December 31, 2014, of $8.5 million (compared to $7.0 million in 2013) representing rent expense associated with
operating leases for land on which certain of the Trust’s investment properties are situated. These leases have remaining
terms of between nine and 100 years. The Trust does not have an option to purchase the leased land at the expiry of the lease periods.



482014 Annual Report







Future minimum lease payments under these arrangements are as follows:



|(Millions)                                    |  | 2014 |       |  | 2013 |  
|--------------------------------------------- |  | ---- | ----- |  | ---- | -
|Not later than 1 year                         |  | $    | 7.1   |  |      | $
|Later than 1 year and not longer than 5 years |  |      | 28.6  |  |      |  
|Later than 5 years                            |  |      | 450.1 |  |      |  
|                                              |  | $    | 485.8 |  |      | $



| | (c) | Investment and other income
| | --- | ---------------------------

Investment and other income was $1.1 million for the year ended
December 31, 2014 (compared to $0.9 million in 2013). The amounts primarily include interest earned on cash balances and cash
settlements on legal matters.



NOTE 16: GUARANTEES, CONTINGENCIES, AND
OTHER

(a) In the normal course of operations, the
Trust and its consolidated subsidiaries execute agreements that provide for indemnification and guarantees to third parties in
transactions such as business dispositions, business acquisitions, lease-up of development properties, sales of assets, and sales
of services.



(b) The Trust and its operating subsidiaries
may be contingently liable with respect to litigation and claims that arise from time to time in the normal course of business
or otherwise. A specific litigation, with a judgment amount of $59.8 million ($63.0 million Australian dollars), was being pursued
against one of the Trust’s subsidiaries related to security on a defaulted loan. The Trust finalized this litigation during
the second quarter of 2014 for $16.0 million ($16.0 million Australian dollars) which was paid by the Trust in July 2014.



(c) As of December 31, 2014, the Trust
had commitments totaling $355.4 million for Brookfield Place Calgary East owed to third parties and $112.3 million for Bay Adelaide
East in Toronto for development costs, of which $106.8 million were owed to third parties.



(d) As of December 31, 2014, the Trust
has guaranteed up to $280.0 million related to its revolving corporate credit facility, up to $75.0 million related to the construction
loan on Bay Adelaide East and up to $80.0 million related to the construction loan on Brookfield Place Calgary East. As of December 31,
2014 the Trust has issued letters of credit of $3.6 million related to its revolving corporate credit facility.



(e) The Trust maintains insurance on its commercial
properties in amounts and with deductibles that the Trust believes are in line with what owners of similar properties carry. The
Trust maintains all risk property insurance and rental value coverage (including coverage for the perils of flood, earthquake and
windstorm). The Trust’s all risk policy limit is $1.5 billion per occurrence. The Trust’s earthquake limit is $500
million per occurrence and in the annual aggregate. This coverage is subject to a $100,000 (dollars) deductible for all locations
except for British Columbia where the deductible is 3% of the values for all locations where the physical loss, damage or destruction
occurred. The flood limit is $500 million per occurrence and in the annual aggregate, and is subject to a deductible of $25,000
(dollars) for all losses arising from the same occurrence. Windstorm is included under the all risk coverage limit of $1.5 billion.
With respect to its commercial properties, the Trust purchases an insurance policy that covers acts of terrorism for limits up
to $1.45 billion.



NOTE 17: SEGMENTED INFORMATION

The Trust has only one business segment: the
ownership and operation of investment properties in Canada.



NOTE 18: RELATED-PARTY TRANSACTIONS

In the normal course of operations, the Trust
enters into various transactions on market terms with related parties that have been measured at exchange value and are recognized
in the consolidated financial statements.



The Trust has entered into two service-support
agreements with Brookfield Office Properties Management LP (“BOPM LP”) (formerly Brookfield Properties Management Corporation
prior to October 1, 2013), a subsidiary of BPO, for the provision of property management, leasing, construction, and asset management
services. The purpose of the agreements is to provide the services of certain personnel and consultants as are necessary to help
the Trust operate and manage its assets and tenant base; it also includes a cost-recovery for administrative and regulatory compliance
services provided. The fees paid to BOPM LP are calculated in accordance with the terms of the agreements. Included in direct commercial
property expense during the year ended December 31, 2014, are amounts paid to BOPM LP for property management services of
$14.1 million (compared to $14.2 million in 2013). Included in investment properties during the year ended December 31, 2014,
are amounts paid to BOPM LP for leasing and construction services of $3.2 million (compared to $4.1 million in 2013). Included
in general and administrative expenses during the year ended December 31, 2014, are amounts paid to BOPM LP for asset management
and administrative and regulatory compliance services of $19.0 million (compared to $17.5 million in 2013).



Included in rental revenues during the year
ended December 31, 2014, are amounts received from BAM and its affiliates of $6.9 million (compared to $6.3 million in 2013).



Refer to Note 5, Investment Properties, for
information on the acquisition of the Bay Adelaide East and Brookfield Place Calgary East developments from BPO as well as details
of construction and related costs paid to a subsidiary of BAM pursuant to a contract to construct Bay Adelaide East.



Brookfield Canada Office Properties49







Compensation of Independent Trustees

The remuneration of independent trustees during
the year ended December 31, 2014 and 2013 was as follows:



|(Millions)        |  | 2014 |     |  | 2013 |  
|----------------- |  | ---- | --- |  | ---- | -
|Cash compensation |  | $    | 0.3 |  |      | $
|Unit-based awards |  |      | 0.3 |  |      |  
|                  |  | $    | 0.6 |  |      | $



The remuneration of independent trustees is
determined by the Trust’s Governance and Nominating Committee having regard to the complexity of the Trust’s operations,
the risks and responsibilities involved in being a trustee of the Trust, the requirement to participate in scheduled and special
board meetings, expected participation on the board’s standing committees and compensation paid to trustees of comparable
entities.



NOTE 19: CAPITAL MANAGEMENT AND LIQUIDITY

The Trust employs a broad range of financing
strategies to facilitate growth and manage financial risk.



The Trust continually strives to reduce its
weighted-average cost of capital and improve unitholders’ equity returns through value-enhancement initiatives and the consistent
monitoring of the balance between debt and equity financing. As of December 31, 2014, the weighted-average cost of capital,
assuming a long-term 9.0% return on equity, was 6.4% (compared to 6.7% in 2013).



The following schedule details the capitalization
of the Trust and the related costs thereof:



|                                        |  | Cost of Capital(1) |     |   | Underlying Value(2) | 
|--------------------------------------- |  | ------------------ | --- | - | ------------------- | 
|(Millions, except cost of capital data) |  | Dec. 31, 2014      |     |   | Dec. 31, 2013       | 
|Liabilities                             |  |                    |     |   |                     | 
|Investment property and corporate debt  |  |                    | 4.0 | % |                     | 
|Unitholders’ equity                     |  |                    |     |   |                     | 
|Trust Units(3)                          |  |                    | 9.0 | % |                     | 
|Other equity                            |  |                    |     |   |                     | 
|Non-controlling interest(3)             |  |                    | 9.0 | % |                     | 
|Total                                   |  |                    | 6.4 | % |                     | 

| | (1) | Total weighted-average cost of capital is calculated on the weighted average of underlying value.
| | --- | -------------------------------------------------------------------------------------------------



| | (2) | Underlying value of liabilities presents the cost to retire debt on maturity. Underlying value of unitholders’ equity
and other equity is based on the closing unit price of BOX on the TSX.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Assumes a long-term 9.0% return on equity for December 31, 2014 and December 31, 2013.
| | --- | --------------------------------------------------------------------------------------



Investment property and corporate debt

The Trust’s investment property and corporate
debt is primarily fixed-rate and non-recourse to the Trust, thereby reducing the overall financial risk to the Trust. These financings
are typically structured on a loan-to-appraised value basis of between 50% and 65% when the market permits. In addition, in certain
circumstances where a building is leased almost exclusively to a high-credit quality tenant, a higher loan-to-value financing,
based on the tenant’s credit quality, is put in place at rates commensurate with the cost of funds for the tenant. This reduces
equity requirements to finance investment property and enhances equity returns.



The Trust is subject to certain covenants on
its borrowings, including debt service coverage and loan-to-value thresholds. As of December 31, 2014, the Trust was in compliance
with all of its covenants.



The Trust’s strategy is to satisfy its
liquidity needs using cash on hand, cash flows generated from operating activities, and cash provided by financing activities.
Rental revenue, recoveries from tenants, interest and other income, available cash balances, draws on credit facilities, and refinancings,
including upward refinancings, of maturing indebtedness are the Trust’s principal sources of capital used to pay operating
expenses, distributions, debt service, and recurring capital and leasing costs in its investment property portfolio.



The principal liquidity needs for periods beyond
the next year are for unit distributions, scheduled debt maturities, recurring and non-recurring capital expenditures, and development
costs. The Trust’s strategy is to meet these needs with one or more of the following:



| | • | cash flow from operations;
| | - | --------------------------

| | • | construction loans; and
| | - | -----------------------

| | • | credit facilities and refinancing opportunities.
| | - | ------------------------------------------------



The Trust attempts to match the maturity of
its commercial property and corporate debt portfolio with the average lease terms of its properties. At December 31, 2014,
the average term to maturity of the Trust’s investment property and corporate debt portfolio was eight years and the Trust’s
average lease term of its properties was approximately eight years. The Trust will continue to make efforts to match the maturity
of the investment property and corporate debt portfolio with the average lease term of its properties.



502014 Annual Report







The following table presents the contractual
maturities of the Trust’s financial liabilities:



|                                           |  | Payments Due By Period |        
|------------------------------------------ |  | ---------------------- | -------
|(Millions)                                 |  | Total                  |        
|Investment property and corporate debt (1) |  | $                      | 3,325.9
|Accounts payable and other liabilities     |  |                        | 196.9  

(1) Includes repayment of principal and interest.



NOTE 20: OTHER INFORMATION

Supplemental cash flow information:



|                                                        |  | 2014        |      |   | 2013             |  
|------------------------------------------------------- |  | ----------- | ---- | - | ---------------- | -
|(Millions)                                              |  | Trust Units |      |   | Class B LP Units |  
|Distributions declared to unitholders                   |  | $           | 31.8 |   |                  | $
|Add: Distributions payable at the beginning of the year |  |             | 2.6  |   |                  |  
|Less: Distributions payable at the end of the year      |  |             | (2.7 | ) |                  |  
|Less: Distributions to participants in DRIP             |  |             | (1.3 | ) |                  |  
|Cash distributions paid                                 |  | $           | 30.4 |   |                  | $



NOTE 21: SUBSEQUENT EVENTS

On January 22, 2015, the Trust sold its 25%
interest in 151 Yonge St. in Toronto for proceeds of $38.4 million at ownership.



NOTE 22: APPROVAL OF ANNUAL FINANCIAL STATEMENTS

The annual financial statements were approved
by the Trust’s Board of Trustees and authorized for issue on January 26, 2015.



Brookfield Canada Office Properties51







Unitholder Information



DISTRIBUTION PAYMENT DATES





|             |  | 2015        |        |  | 2014             |   |        | 2013        | 
|------------ |  | ----------- | ------ |  | ---------------- | - | ------ | ----------- | 
|(Dollars)    |  | Trust Units |        |  | Class B LP Units |   |        | Trust Units | 
|January 15   |  | $           | 0.1033 |  |                  | $ | 0.1033 |             | 
|February 15  |  |             | 0.1033 |  |                  |   | 0.1033 |             | 
|March 15     |  |             | 0.1033 |  |                  |   | 0.1033 |             | 
|April 15     |  |             |        |  |                  |   |        |             | 
|May 15       |  |             |        |  |                  |   |        |             | 
|June 15      |  |             |        |  |                  |   |        |             | 
|July 15      |  |             |        |  |                  |   |        |             | 
|August 15    |  |             |        |  |                  |   |        |             | 
|September 15 |  |             |        |  |                  |   |        |             | 
|October 15   |  |             |        |  |                  |   |        |             | 
|November 15  |  |             |        |  |                  |   |        |             | 
|December 15  |  |             |        |  |                  |   |        |             | 





522014 Annual Report







Selected
Financial and Operational Information

|December 31 (Millions, except per-unit and operating information) |  | 2014 |            |  | 2013 |   |            | 2012 | 
|----------------------------------------------------------------- |  | ---- | ---------- |  | ---- | - | ---------- | ---- | 
|Financial results                                                 |  |      |            |  |      |   |            |      | 
|Commercial property net operating income                          |  | $    | 269.3      |  |      | $ | 271.9      |      | 
|Funds from operations                                             |  |      | 158.2      |  |      |   | 144.7      |      | 
|Adjusted funds from operations (1)                                |  |      | 121.5      |  |      |   | 110.1      |      | 
|Distributions                                                     |  |      | 113.4      |  |      |   | 109.1      |      | 
|Net income                                                        |  |      | 116.1      |  |      |   | 164.8      |      | 
|Total assets                                                      |  |      | 5,943.4    |  |      |   | 5,608.8    |      | 
|Unitholders’ equity                                               |  |      | 856.7      |  |      |   | 854.7      |      | 
|                                                                  |  |      |            |  |      |   |            |      | 
|Per Trust unit                                                    |  |      |            |  |      |   |            |      | 
|Trust Units outstanding                                           |  |      | 26,218,183 |  |      |   | 26,167,835 |      | 
|Class B LP Units outstanding                                      |  |      | 67,088,022 |  |      |   | 67,088,022 |      | 
|Funds from operations                                             |  |      | 1.70       |  |      |   | 1.55       |      | 
|Adjusted funds from operations (1)                                |  |      | 1.30       |  |      |   | 1.18       |      | 
|Distributions                                                     |  |      | 1.21       |  |      |   | 1.17       |      | 
|Unitholders value                                                 |  |      | 33.19      |  |      |   | 33.18      |      | 
|                                                                  |  |      |            |  |      |   |            |      | 
|Operating data                                                    |  |      |            |  |      |   |            |      | 
|Number of commercial properties                                   |  |      | 27         |  |      |   | 28         |      | 
|Total area (000’s of sq. ft.)                                     |  |      | 20,403     |  |      |   | 20,821     |      | 
|Owned interest (000’s of sq. ft.)                                 |  |      | 11,688     |  |      |   | 11,796     |      | 
|Average occupancy (%)                                             |  |      | 95.4       |  |      |   | 96.0       |      | 

(1)
2014-2013 amounts were adjusted to reflect actual leasing commissions, tenant improvements and maintaining value capital expenditures
incurred. 2012 amounts were calculated based on historical spend levels as well as projected spend levels over the next 10 years
as described on page 22 of the MD&A.



Brookfield Canada Office Properties53







|Board
        of Trustees
        
        Thomas F. Farley
        Chairman of the Board
        
        T. Jan Sucharda
        President and Chief Executive Officer
        Brookfield Canada Office Properties
        
        Dennis H. Friedrich
        Chief Executive Officer
        Brookfield Office Properties Inc.
        
        Paul D. McFarlane
        Corporate Director
        
        Colum Bastable
        Chairman, Cushman & Wakefield Ltd.
        
        Roderick D. Fraser, Ph.D., O.C.
        Officer, Order of Canada
        
        Susan Riddell Rose
        President, Perpetual Energy Inc. | Officers
        
        T. Jan Sucharda
        President and Chief Executive Officer
        
        Bryan K. Davis
        Chief Financial Officer
        
        Ian Parker
        Chief Operating Officer, Canadian Commercial Operations
        
        Deborah R. Rogers
        Senior Vice President, Legal Counsel and Secretary
        
        Ryk Stryland
        Senior Vice President, Development
        
        T. Nga Gilgan
        Senior Vice President, Investments
        
        D. Cameron Black
        Vice President, Legal Counsel, Western
        
        Matthew Cherry
        Vice President, Investor Relations and Communications
        
        Elliott S. Feintuch
        Vice President, Legal, Eastern
        
        Robert Kiddine
        Vice President, Legal Counsel, Western
        
        Amelia Nasrallah-Pumilia
        Vice President, Legal, Eastern
        
        Elizabeth Phalen
        Vice President, Legal, Eastern
        
        Keith Hyde
        Vice President, Taxation
        
        Michael Yam
        Vice President & Controller
        
        Michelle L. Campbell
        Assistant Secretary
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



542014 Annual Report







Information



PROFILE

Brookfield Canada Office Properties is a Canadian
real estate investment trust, focusing on the ownership and value enhancement of premier office properties. The current property
portfolio is comprised of interests in 27 premier office properties totaling 20.4 million square feet and two development properties
totaling 2.4 million square feet. Landmark properties include Brookfield Place Toronto and First Canadian Place in Toronto and
Bankers Hall in Calgary.



BROOKFIELD CANADA OFFICE PROPERTIES

Brookfield Place, Bay Wellington Tower

181 Bay Street, Suite 330

Toronto, Ontario M5J 2T3

Tel: 416.359.8555

Fax: 416.359.8596

www.brookfieldcanadareit.com



UNITHOLDER INQUIRIES

Brookfield Canada Office Properties welcomes
inquiries from unitholders, analysts, media representatives and other interested parties. Questions relating to investor relations
or media inquiries can be directed to Matthew Cherry, Vice President, Investor Relations and Communications at 416.359.8593 or
via e-mail at matthew.cherry@brookfield.com. Inquiries regarding financial results should be directed to Bryan Davis, Chief Financial
Officer at 416.359.8612 or via e-mail at bryan.davis@brookfield.com.



Unitholder questions relating to distributions,
address changes and unit certificates should be directed to the Trust’s Transfer Agent:



CST TRUST COMPANY

P.O. Box 700

Station B

Montreal, Quebec H3B 3K3

|Tel: | 416.682.3860 / 800.387.0825
|---- | ---------------------------
|Fax: | 888.249.6189               

Website: www.canstockta.com

E-mail: inquiries@canstockta.com



COMMUNICATIONS

We strive to keep our unitholders updated on
our progress through a comprehensive annual report, quarterly interim reports, periodic press releases and quarterly conference
calls.



Brookfield Canada Office Properties maintains
a Web site, www.brookfieldcanadareit.com, which provides access to our published reports, press releases, statutory filings, supplementary
information and trust and distribution information as well as summary information on the Trust.





Brookfield Canada Office Properties55